Your use of a Portal-branded device (“Portal”) is governed by the Facebook Terms of Service (located at facebook.com/terms/), these Supplemental Portal Terms of Service (“Portal Terms”) and, if you are using your Portal for commercial, business or other non-personal purposes, the Portal Commercial Terms (“Portal Commercial Terms” located at portal.facebook.com/legal/commercial-terms/), which together form an agreement between you and Facebook, Inc. (“Facebook” or “we” or “us” or “our”). Our Supplemental Portal Data Policy (located at portal.facebook.com/legal/data-policy/) supplements the Facebook Data Policy (located at facebook.com/policy) which together explain how we collect, use, and share information when you use your Portal. The term “Facebook Products” as used in our terms and policies includes your Portal. By using your Portal, you agree to these Portal Terms and the Facebook Terms of Service, which each form part of the agreement between you and Facebook. Certain Facebook Company Products that are not Facebook Products are also available for use on your Portal, and your use of them is subject to the relevant terms and conditions for those Facebook Company Products (including relevant data policies). In addition, certain Third-Party Services (as defined below) are also available on your Portal, and your use of those services may be subject to the terms, conditions and policies governing those Third-Party Services (see Section 3 below for further details), which may include limitations or prohibitions on commercial use of such services.
ARBITRATION NOTICE: YOU AGREE THAT DISPUTES THAT YOU HAVE AGAINST US OR OUR AFFILIATES ARISING OUT OF OR RELATED TO THESE PORTAL TERMS OR THE USE OF YOUR PORTAL OR RELATED SERVICES WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHTS TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION, AS FURTHER SET FORTH BELOW. WE EXPLAIN SOME EXCEPTIONS AND HOW YOU CAN OPT OUT OF ARBITRATION BELOW.
Your responsibility for your use of the Portal. If you use your Portal for your personal, non-commercial use (referred to herein as “personal use”), such use is subject to these Portal Terms and the Facebook Terms of Service, and any other applicable terms made available by us relating to your Portal. To the extent that you use your Portal for commercial, business, or other non-personal purposes (referred to herein as “commercial use”), such use is also subject to the Portal Commercial Terms. If you engage in a commercial use, you represent and warrant that you have legal authority to bind to these Portal Terms, the Portal Commercial Terms, and the Facebook Terms of Service any company, corporation, organization, business, partnership, sole proprietorship, or other entity on behalf of which, or for the benefit of, you are using a Portal. Except to the extent such restriction is prohibited under applicable law, you will not disassemble, decompile, reverse engineer, decrypt, or attempt to derive any code or extract software from, your Portal or any software or services made available on or through your Portal, including Third-Party Services (as defined below). You are also responsible for complying with all applicable laws when using your Portal, including providing any notice or obtaining any consents from other individuals who use or interact with your Portal, including to the extent required under privacy or data protection laws.
Your responsibility for other users of your Portal. Each user, including you, who logs into your Portal is referred to in these Portal Terms as an “Owner” of your Portal. You are responsible for the activities of all users of your Portal, including other Owners and non-Owners, and for their compliance with these Portal Terms.
Your responsibility for use of third-party software, services, and content on your Portal. Your Portal can be used to access certain user-facing software, services, and content provided by third parties (“Third-Party Services”). Your use of Third-Party Services is at your own risk. Use of a Third-Party Service may be subject to additional terms, conditions, fees, and policies imposed by the third party (together, “Third-Party Terms”). As an Owner, you are responsible for complying with any applicable Third-Party Terms and we recommend that you review any applicable Third-Party Terms before using Third-Party Services. We assume no obligations or liability with respect to any Third-Party Services, and we make no representations or warranties with respect to them. The features, functionality, or availability of a Third-Party Service may change or be discontinued, in accordance with these Portal Terms or the applicable Third-Party Terms. You understand and agree that we may install new Third-Party Services on your Portal as well as upgrades, updates, and additional features for earlier installed Third-Party Services. Some Third-Party Services may constitute core features of Portal and may be pre-installed or installed by us with no additional notice to you upon initial set-up of your Portal or after your Portal is already in use. Third-Party Services can be uninstalled or deactivated by you. We have no liability for any information that you provide or authorize us to provide to a provider of a Third-Party Service, or for such third party’s collection, use, and disclosure of such information. Also, if you are removed as an Owner from your Portal and you had connected your Portal to a Third-Party Service, your Portal may still provide access to that Third-Party Service through use of your Third-Party Service account credentials, unless you take action to discontinue access to that service on your Portal (e.g., by changing the applicable account settings for the relevant Third-Party Service).
Functionality may change or be limited. Your Portal’s functionality, performance, or both may change over time. We may introduce new features (including new Facebook Products, Facebook Company Products or Third-Party Services), impose limits on, suspend, eliminate, change, or update certain existing features (including Facebook Products, Facebook Company Products or Third-Party Services) or any part of your Portal’s services, or restrict access to parts or all of your Portal. Certain Portal features may require a Facebook account. If our software is downloaded to your Portal or used by you, you give us permission to download and install upgrades, updates, and additional features for the software where available. For clarity, this right includes permission to download and install upgrades, updates, and additional features for software embedded on your device, including during device setup.
Account suspension or termination. If we determine that you have breached the terms or policies applicable to your Portal, including the Facebook Terms of Service, the Portal Terms, the Portal Commercial Terms, or Third-Party Terms, or if Facebook suspends or disables your account, your access to or use of your Portal may be suspended or disabled, and you may lose access to or use of part or all of the services offered by Facebook or third parties through your Portal. Facebook and its affiliates assume no liability for such loss of access and use and will have no obligations related to such loss.
NO ACCESS TO EMERGENCY SERVICES. There are important differences between your Portal and your mobile or fixed-line telephone service. Your Portal does not provide access to emergency services or emergency service providers (including the police, fire departments, or hospitals), or otherwise connect to public safety answering points. You should ensure you can contact your relevant emergency service providers through a mobile, fixed-line telephone, or other service.
Updates to these Portal Terms. We work constantly to improve our services and develop new features to make our Facebook Products better for you and our community. As a result, we may need to update these Portal Terms or the Portal Commercial Terms from time to time to accurately reflect our services and practices. Unless otherwise required by law, we will provide notice before we make updates to these Portal Terms. The date reference at the bottom of these Portal Terms indicates when this agreement was last updated, and a similar date reference appears at the bottom of the Portal Commercial Terms. Once any updates to these Portal Terms or the Portal Commercial Terms are in effect, you will be bound by them if you continue to use your Portal and you must stop using the Portal services if you do not agree with the changes.
Third-party fees and costs. You are responsible for the fees, costs, and other charges, such as internet usage or utilities fees, associated with use of your Portal, as well as fees, costs, and other charges associated with Third-Party Services.
Reserved rights. Except for title to physical Portal hardware sold to you pursuant to the Portal Terms of Sale (but not the software and content thereon or other intellectual property rights therein or thereto), the Facebook Products are the property of Facebook, its affiliates, or its licensors, and are protected by copyright, trademark and other laws of the United States and other countries.
DISCLAIMERS; LIMITATIONS OF LIABILITY; INDEMNIFICATION
We work hard to provide the best Facebook Products we can and to specify clear guidelines for everyone who uses them. The Facebook Products (including your Portal), however, are provided “as is,” and we make no representations or guarantees that they always will be safe, secure, or error-free, or that they will function without disruptions, delays, or imperfections. To the fullest extent permitted by law, we also DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. We do not control or direct what people and others 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).
We cannot predict when issues might arise with the Facebook Products. Accordingly, 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, or data, or consequential, special, indirect, exemplary, punitive, or incidental damages arising out of or related to these Portal Terms or the Facebook Products, even if we have been advised of the possibility of such damages.
Our aggregate liability arising out of or relating to these Portal Terms or the Facebook Products will not exceed the greater of USD $100 or the amount you have paid us in connection with your Portal 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.
THERE ARE IMPORTANT HEALTH AND SAFETY WARNINGS AND INSTRUCTIONS THAT YOU MUST READ BEFORE USING YOUR PORTAL, WHICH ARE AVAILABLE AT PORTAL.FACEBOOK.COM/LEGAL/SAFETY/.
WARNING: FAILURE TO FOLLOW THIS HEALTH AND SAFETY INFORMATION MAY RESULT IN DAMAGE TO YOUR PORTAL, ACCESSORIES, OR ANY CONNECTED DEVICES, AND MAY INCREASE THE RISK OF PERSONAL INJURY, DISCOMFORT, OR OTHER POTENTIAL HAZARDS. BY USING YOUR PORTAL, YOU REPRESENT AND WARRANT THAT YOU HAVE REVIEWED THESE WARNINGS AND INSTRUCTIONS (AND WILL REVIEW ANY UPDATES THERETO), AND WILL ACT IN ACCORDANCE WITH SUCH WARNINGS AND INSTRUCTIONS.
Portals are covered by a Limited Warranty (located at portal.facebook.com/warranty/) offered by Facebook Technologies, LLC. Nothing in these Portal Terms between you and Facebook is intended to either abridge or expand the scope of that Limited Warranty.
You agree to defend (at our request), indemnify, and hold harmless Facebook and its affiliates 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) any actual or alleged breach of the Facebook Terms of Service (as supplemented by these Portal Terms) by you, (b) any use of your Portal in violation of applicable law, or any distribution, transfer, or export of your Portal, by you and any other user of your Portal, and (c) any content you provide, upload, or transmit via Facebook Products.
PLEASE READ THIS SECTION CAREFULLY BECAUSE IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. THIS SECTION REQUIRES YOU TO SUBMIT TO BINDING ARBITRATION OF ANY AND ALL DISPUTES (EXCEPT AS EXPRESSLY PROVIDED FOR BELOW) THAT YOU HAVE AGAINST US ARISING OUT OF OR RELATED TO THESE PORTAL TERMS OR ANY PERSONAL USE OF YOUR PORTAL OR RELATED SERVICES, AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. With respect to disputes that you have against us arising out of or related to the Portal Commercial Terms or any commercial use of your Portal or related services, such disputes will be governed by the dispute resolution provision in the Portal Commercial Terms.
This arbitration provision is governed by the Federal Arbitration Act. You can opt out of this arbitration provision within 30 days of the date on which you first connect your Portal to your Portal-related account. To opt out, you must send your name, residence address, and email address used for your Portal-related account, and a clear statement that you want to opt out of this arbitration provision, and you must send them here: Facebook, Inc. ATTN: Portal Arbitration Opt-out, 1601 Willow Road, Menlo Park, CA 94025.
In the event that you have any dispute with us that is connected to these Portal Terms or any personal use of your Portal, you may contact us at firstname.lastname@example.org and we will endeavor to resolve this dispute. Except as provided below, you and we agree that any cause of action, legal claim, or dispute that you have against us arising out of or related to these Portal Terms or any personal use of your Portal or related services (“claim(s)”) must be resolved by arbitration on an individual basis. Class actions and class arbitrations are not permitted; you may bring a claim only on your own behalf and cannot seek relief that would affect other users of Portals. If there is a final judicial determination that any particular claim (or a request for particular relief) cannot be arbitrated in accordance with the limitations of this Section, then only that claim (or only that request for relief) may be brought in court. All other claims (or requests for relief) remain subject to this Section.
Instead of using arbitration, you can bring claims in your local “small claims” court, if the rules of that court will allow it. If you do not bring your claims in small claims court (or if you or we appeal a small claims court judgment to a court of general jurisdiction), then the claims must be resolved by binding, individual arbitration. The American Arbitration Association (“AAA”) will administer all arbitrations under its Consumer Arbitration Rules, as amended by these Portal Terms. YOU EXPRESSLY WAIVE THE RIGHT TO A TRIAL BY JURY.
The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held at a location that is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by the AAA or by the arbitrator. Any decision made or award rendered by the arbitrator will be final and binding. The arbitrator will have authority to award temporary, interim, or permanent injunctive relief or relief providing for specific performance but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in the Facebook Terms of Service as supplemented by these Portal Terms or the Portal Commercial Terms will preclude you from bringing issues to the attention of federal, state, or local agencies and, if the law allows, they can seek relief against us for you. Disputes related to intellectual property (like copyrights, patents, trademarks, and trade secrets) are not subject to arbitration and instead must be brought in court. In addition, disputes relating to the scope and enforceability of this arbitration provision or the interpretation of the prohibition of class and representative actions are for a court to decide, in the jurisdictions specified below.
Before you commence arbitration of a claim, you must provide us with a written Notice of Dispute that includes your name, residence address, username, and email address you use for your Facebook account, a detailed description of the dispute, and the relief you seek. Any Notice of Dispute you send to us should be mailed to Facebook, Inc., ATTN: Portal Arbitration Filing, 1601 Willow Road, Menlo Park, CA 94025. Before we commence arbitration, we will send you a Notice of Dispute to the email address you use with your Facebook account, or other appropriate means. If we are unable to resolve a dispute within 30 days after the Notice of Dispute is received, you or we may commence arbitration.
We will pay all arbitration filing fees, administration and hearing costs and arbitrator fees for any arbitration if your claims seek less than $75,000 and you timely provided us with a Notice of Dispute. For all other claims, the costs and fees of arbitration shall be allocated in accordance with AAA’s applicable rules, including rules regarding frivolous or improper claims.
For any claim that is not arbitrated or resolved in small claims court or not subject to arbitration, you agree that it will be resolved exclusively in the U.S. District Court for the Northern District of California or a state court located in San Mateo County. You also agree to submit to the personal jurisdiction of either of these courts for the purpose of litigating any such claim.
For avoidance of doubt, if any portion of these Portal Terms or the Portal Commercial Terms is found to be unenforceable (including but not limited to the Terms of this Section), the remaining portion will remain in full force and effect. If we fail to enforce any of the Portal Terms or the Portal Commercial Terms, it will not be considered a waiver.
Governing law. The laws of the State of California will govern these Portal Terms and any claim arising under or relating to this agreement, without regard to conflict of law provisions.
Transfer and Trade Compliance. Portals are only intended for use in the Supported Countries. Certain device functionality and services may not be accessible outside of the Supported Countries. You will not use, or allow others to use, your Portal if you or they (a) are identified on the Office of Foreign Assets Control’s Specially Designated Nationals List, (b) are placed on the U.S. Department of Commerce’s Denied Persons List or Entity List or any other U.S. export control list, (c) are using IP proxying or other methods to disguise the location of your Portal, (d) are located in a country subject to comprehensive U.S. trade sanctions, (e) are prohibited by applicable law from doing so, or (f) have had your or their right to use Facebook or your Portal suspended or disabled. You will not, and will not allow others to, use, distribute or transfer, your Portal in any manner that violates applicable law, including all applicable export control and trade sanctions laws of the Supported Countries and any other applicable governmental authority. Your Portal may not be resold, transferred, or otherwise disposed of in a country subject to U.S. embargo or to a person or organization sanctioned by the U.S. government without obtaining required approvals from the U.S. government.
Termination. These Portal Terms are effective until terminated, and will terminate when the Facebook Terms of Service between you and us is terminated. Upon such termination, the provisions in Sections 6-13 of these Portal Terms will remain in place and survive termination.
Assignment. These Portal Terms do not confer any third-party beneficiary rights. All of our rights and obligations under these Portal Terms are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.
These Portal Terms and the Facebook Terms of Service (and any agreements incorporated by reference therein), and, if applicable, the Portal Commercial Terms or a Product Testing Agreement, make up the entire agreement between you and Facebook, regarding use of your Portal, and supersede any prior agreements between you and us regarding such use. A “Product Testing Agreement” is a product testing agreement, beta testing agreement, or similar agreement pursuant to which you use a Portal.
In the event of a conflict between a Product Testing Agreement, on one hand, and these Portal Terms and/or the Facebook Terms of Service, on the other hand, the Product Testing Agreement shall govern to the extent of the conflict. In the event of a conflict between these Portal Terms and the Facebook Terms of Service, these Portal Terms shall govern to the extent of the conflict. Nothing in these Portal Terms or the Portal Commercial Terms limits any of our rights under the Facebook Terms of Service or any additional terms that they reference.
To the extent that you are using Facebook Products in your capacity as a developer of software or content for use on Portals, you acknowledge and agree that our agreements with you as a developer supplement these Portal Terms and the Facebook Terms of Service, and, to the extent applicable, the Portal Commercial Terms, and will govern to the extent of any conflict between such agreements, on the one hand, and these Portal Terms, the Facebook Terms of Service, and/or the Portal Commercial Terms, on the other hand.
Date of Last Revision: September 17, 2020
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