1. Introduction

1. To download, install, or otherwise use the Technology, you agree to these Meta Wearables Developer Terms, as well as all other applicable terms and policies, such as the Supplemental MPT Terms of Service and any Meta Approved Product terms that are applicable (collectively, the “Terms”), and acknowledge our Supplemental MPT Privacy Policy.
2. If you are an individual accessing or using the Technology on behalf of, or for the benefit of an Organization, then you are agreeing to the Terms on behalf of yourself and such Organization, and you represent and warrant that you have the legal authority to bind such Organization to the Terms. References to “you” and “your” in the Terms will refer to both the individual using the Technology and to any such Organization.
3. Capitalized terms not defined in the Meta Wearables Developer Terms, including the Glossary (see here), have the meaning given to them in our other terms and policies. Unless the context requires otherwise, as used herein the term “including” means “including, without limitation,” and the term “include(s)” means “include(s), without limitation.”

2. License Terms

1. Our License To You. Subject to your compliance with the Terms and all other applicable terms and policies, Meta hereby grants you a limited, royalty-free, non-exclusive, non-transferrable, non-sublicensable (except as otherwise set forth in the Terms), non-assignable, revocable copyright license (“License”) to access, use, and integrate the Technology solely to develop, test, and, if applicable, distribute, your integrated application experience with Meta Approved Products, including your Integrations. You may only use the Technology to develop Integrations in connection with Meta Approved Products.
2. License Restrictions. The License grant in this Section is solely for the purpose of developing, testing, and, if applicable, distributing your Integrations and providing you access to Meta services and features through your Integrations as contemplated by applicable documentation accompanying the Technology. You may not (or allow those acting on your behalf to):
   1. Modify or create derivative works from the Technology or any of its component (other than to modify and use sample apps or sample source code expressly authorized by the documentation accompanying the Technology);
   2. Attempt to circumvent any limitations implemented within or documented with the Technology;
   3. Reverse engineer, reverse assemble, reverse translate, decompile, disassemble, or otherwise attempt to extract the source code from the Technology, except to the extent that applicable law expressly permits such actions despite this limitation;
   4. Alter, restrict, or interfere with the normal operation or functionality of the Technology or Meta Approved Products, including: (a) any on-screen messages or information; (b) any Meta hardware or software safety or security features; and (c) any health and safety warnings or information;
   5. Enable any functionality in your Integration that would generate excessive traffic over the Meta network or servers that would negatively impact other users’ experience, or otherwise interfere with or restrict the operation of the Technology, or Meta or its affiliates’ servers or networks providing the Technology;
   6. Use the Technology or your Integration in a manner that violates: (a) any rights of Meta, its affiliates or third parties; (b) applicable laws or regulations (such as laws or regulations regarding import, export, privacy, health and safety); (c) other terms of service with Meta or its affiliates, including the Terms; or (d) any policies or guidelines that Meta or its affiliates may provide or make available online or with the Technology;
   7. Use the Technology for mission critical, life-saving, or hazardous activities;
   8. Use any software, code, or other item or information supplied by Meta and/or its affiliates in connection with the Technology (including the Integration Services) other than to enhance the functionality of your Integration;
   9. Remove, obscure, or modify any license terms, policies, terms of service, or copyright or other notices, including any links thereto, made available in connection with the Technology or any documentation; or
   10. Use or redistribute the Technology or any portion thereof in any manner that would cause the Technology (or any portion thereof) or Meta to become subject to the terms of any open source license or other restrictions or limitations.
   Any access or use of the Technology other than as specifically authorized herein, without the prior written permission of Meta, is strictly prohibited and will immediately terminate the License.
3. Your License to Us. You hereby grant to us a worldwide, non-exclusive, sublicensable (through multiple tiers) license to your Integration (including all Intellectual Property Rights therein) and data or materials provided in connection with your Integration solely to (i) review and test your Integration with Meta Approved Products; (ii) market, advertise, and enable or otherwise improve the discovery of your Integration, including via Meta Approved Products; and (iii) develop and improve the Technology and the Integration Services for the purpose of enabling, and improving the functionality of, Integrations.
4. Developer Documentation. You agree to use the Technology, and to develop, prepare, and submit for approval Integrations in accordance with our Developer Documentation, including the Acceptable Use Policy.
5. Unauthorized Use. You will promptly notify Meta of any unauthorized use of the Technology that comes to your attention. In the event of any such unauthorized use by you or, if applicable, your employees, agents or representatives, you will use best efforts to terminate such unauthorized use and to retrieve any copy of the Technology in the possession or control of the person or entity engaging in such unauthorized use. You will immediately notify Meta of any legal proceeding initiated by you in connection with such unauthorized use. Meta may, at its option and expense, participate in any such proceeding and, in such event, you will provide such authority, information and assistance related to such proceeding as Meta may reasonably request to protect Meta’s interests.
6. Medical and HIPAA Use Restrictions. The Technology in association with Meta Approved Products is not intended to be a medical device unless otherwise specified in writing by Meta. The use of the Technology is not intended to create, and should not be interpreted as creating, any obligations to Meta under the Health Insurance Portability and Accountability Act of 1996, the Health Information Technology for Economic and Clinical Health Act, or their implementing regulations, as amended (collectively “HIPAA”), and Meta makes no representations that the Technology satisfies HIPAA requirements. You may not use the Technology to create, receive, maintain, transmit, or otherwise Process any information that includes or constitutes “Protected Health Information”, as defined under the HIPAA Privacy Rule (45 C.F.R. Section 160.103), unless you have signed a Healthcare Addendum and Business Associate Agreement (together, the “Healthcare Addendum”) with Meta prior to creating, receiving, maintaining, transmitting, or otherwise Processing this information. If you are or become a “Covered Entity”, “Business Associate”, “Subcontractor”, or a “Workforce” member of a Covered Entity, Business Associate, or Subcontractor (as those terms are defined at 45 C.F.R. § 160.103), you agree not to use the Technology to create, receive, maintain, transmit, or otherwise Process any Protected Health Information in any manner that would make Meta (or any of its affiliates and subsidiaries) your or any third party’s Business Associate or Subcontractor Business Associate. You are solely responsible for any applicable HIPAA compliance obligations.
7. Health and Safety. You are solely responsible for any health or safety issues relating to your use of the Technology or your Integrations. Your Integrations must be free of defects in design and operation and must comply with all applicable laws and regulations. You are solely responsible for providing appropriate health and safety warnings and instructions, providing end-user customer support, and handling warranty issues relating to your Integrations.
8. Experimental Features. Experimental Features can only be used for experimental or testing purposes and cannot be incorporated into any production build unless permitted by Meta in writing. Your use of any Experimental Feature is voluntary and at your sole risk. You agree that once you use an Experimental Feature, your content, data, applications, software, and/or systems may be affected, and you may be unable to revert back to a prior version of the same or similar feature. Additionally, if such reversion is possible, you may not be able to return or restore data created or transferred using the Experimental Feature back to the prior version. Meta and its affiliates make no representations or warranties regarding the Experimental Features, including that the Experimental Features will function or be free from errors. The Experimental Features are provided on an “as is” basis and may contain errors or inaccuracies that could cause failures, corruption or loss of data and information from any connected device or service. Meta and its affiliates have no obligation to correct bugs, defects, or errors or otherwise support or maintain Experimental Features. Meta and its affiliates may discontinue, update, modify or remove access to any Experimental Feature at any time in its sole discretion, and may not release a final version of an Experimental Feature in its sole discretion.

3. Developer Accounts; Organizations; Testing

1. Developer Accounts. To access the Technology, you need to create a new or use an existing Developer Account, and your Developer Account must be associated with an Organization. Your use of a Developer Account is governed by the Supplemental Managed Account Terms and associated Privacy Disclosure. The Developer Documentation may additionally set out requirements for Developer Accounts. You are solely responsible for your Developer Account and all activities that occur under it. If Meta terminates your Developer Account or prohibits your Developer Account from accessing the Technology, (i) these Meta Wearables Developer Terms will automatically terminate; and (ii) you may not create a new Developer Account to bypass the termination or prohibition.
2. Organizations. As part of our ongoing efforts to provide a secure platform, an Organization must be registered in accordance with the Developer Documentation. The Organization is solely responsible for (i) all activities that occur under accounts, including Developer Accounts, associated with the Organization, and (ii) the activities of any Tester undertaken in connection with the Organization.
3. Testing.
   1. Testers. Organizations may invite Testers to test their Integrations. You are solely responsible for (x) selecting all Testers; (y) ensuring that you have obtained any consents necessary to share the contact information of Testers with Meta and for Meta to invite the Testers to test your Integration; and (z) all Tester activity associated with your Organization, and you accept all risks of unauthorized access thereto.
   2. Test Devices. Any use of a Test Device will be subject to the applicable terms and conditions for the Meta Approved Product that embodies such Test Device, and you are liable for your (and, as applicable, your Testers’) use of Test Devices.

4. Integration Review and Monitoring

1. Integration Review. Your Integration must be approved following the Integration Review before it can be enabled and generally released, and such approval is solely within our discretion. You will cooperate with our reviews and provide any information or materials we request, including access to your Integration and any software or application with which your Integration is integrated. We may verify information you provide to us during any such reviews or otherwise in the Developer Center, which you will update to keep it complete and accurate.
2. Regular Monitoring. We may review your Integration and its integration with our Platform for compliance with the Terms and other applicable terms and policies from time to time, including at least once a year, at our sole discretion.
   1. We also will conduct regular monitoring of your Integration and its access to and/or Processing of Technology Data using technical and operational measures. You agree to cooperate with our Integration Review and provide any additional information we may request in connection therewith. We may verify information you provide to us in connection with any such Integration Review.
   2. From time to time, we may request information, certifications, and attestations relating to your use of the Technology or Processing of Technology Data, which you will provide to us in the requested time frame and form. All such certifications and attestations must be provided by your authorized representative.
   3. Upon our request, you must provide us a list of your Service Providers and their sub-Service Providers including up-to-date contact information for each, the types and volume of Technology Data shared, and proof of written agreements with your Service Providers to demonstrate compliance with these terms.
3. Audit.
   1. In the event of a Necessary Condition, we, or third-party professionals working at our direction (including auditors, attorneys, consultants, and/or computer forensics analysts), may conduct an Audit, to ensure that your and your Integration’s Processing of Technology Data is and has been in compliance with the Terms and all other applicable terms and policies.
   2. Any Audit will be conducted during normal business hours, with as little business interruption as reasonably possible, after providing you with at least 10 business days’ written notice (email will suffice), unless we determine in our sole discretion a Necessary Condition requires more immediate access. You will cooperate with the Audits, including by:
      1. Providing all necessary physical and remote access to your IT Systems and Records;
      2. Providing information and assistance as reasonably requested (including making your personnel who are knowledgeable about your or your Integration’s Processing of Technology Data available for our questioning); and
      3. Using commercially reasonable efforts to get permission and cooperation from your Service Providers and their sub-Service Providers for us to conduct such Audits with respect to their IT Systems, Records, and applicable personnel.
   3. You will remedy any non-compliance revealed by an Audit as soon as reasonably practicable (as we determine based on the facts and circumstances), after which we may conduct follow-up Audits to ensure proper remediation of the non-compliance.
   4. If an Audit reveals any non-compliance by you or your Service Provider(s) or your Service Providers’ sub-Service Providers then you will reimburse us for all of our reasonable costs and expenses associated with conducting the Audit and any related follow-up Audits.
   5. Our Audit rights under this Section will survive until one year after the later of when you affirmatively demonstrate that you have stopped Processing all Technology Data and when any data derived from Technology Data that are in your, your Service Providers’, and your Service Providers’ Sub-Service Providers’ possession or control have been deleted.
   6. For the avoidance of doubt, nothing in this Section limits any other rights or remedies we may have by law, in equity, or under the Terms or other applicable terms or policies.
4. Certification. We may require an annual self-certification of your continued compliance with the Terms in order for you to continue accessing Technology Data. This will include certifying:
   1. The purpose or use for the Technology Data you have requested or have access to, and that each such purpose or use complies with the Terms and all other applicable terms and policies; and
   2. Your compliance with the Terms and all other applicable terms and policies.

5. Data Use

1. Permitted Practices. You can use Technology Data solely for the following purposes:
   1. Running, supporting and maintaining your Integration(s) in order to securely provide or improve the experience requested by the end user from whom the Technology Data was collected; and
   2. Complying with applicable laws and regulations.
2. Prohibited Practices. You will not perform, or facilitate or support others in performing, any of the following prohibited practices
   1. Processing Technology Data for any purpose other than those described in the Terms, and any other applicable agreements with Meta;
   2. Selling, licensing, purchasing, or renting Technology Data or similar actions, or permitting a third party to do so;
   3. Using Technology Data to perform, facilitate, or provide tools for surveillance. Surveillance includes the collection, use, or sharing of information about people, groups, places or events for law enforcement, national security, intelligence or counter-intelligence purpose;
   4. Attempting to decode, circumvent, re-identify, de-anonymize, unscramble, unencrypt, reverse hash, or reverse engineer Technology Data that is provided to you;
   5. Using Technology Data in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Rights or other rights of any person, or that violates any applicable law or regulation;
   6. Accessing or collecting Technology Data or allowing Technology Data to be collected using automated means such as harvesting bots, robots, spiders, or scrapers; and
   7. Using Technology Data to create, receive, maintain, transmit, or otherwise Process any information that includes or constitutes “Protected Health Information”, as defined under HIPAA Privacy Rule (45 C.F.R. Section 160.103), unless you have signed a Healthcare Addendum with Meta prior to creating, receiving, maintaining, transmitting, or otherwise Processing this information.
3. Sharing Technology Data. You may share Technology Data only:
   1. When an end user expressly directs you to share, or expressly consents to your sharing, their Technology Data with a third party (you must retain proof of the end user’s express direction or consent and provide it to us if we ask for it);
   2. When required under applicable law or regulation (you must retain proof of the applicable legal or regulatory requirement or request and provide it to us if we ask for it); and
   3. With your Service Providers and, in the event your Service Providers engage a Sub-Service Provider, their sub-Service Providers, provided that you’ve obtained adequate permission or have other adequate legal basis to do so, and so long as those Service Providers and Sub-Service Providers meet Meta’s requirements, set out below.
4. Service Provider and Sub-Service Providers Requirements.
   1. You must have a written agreement with such Service Provider that:
      1. Limits the Service Providers’ and their Sub-Service Providers’ use of Technology Data only to use on your behalf to provide services to your Integration (and not for their own purposes or any other purposes);
      2. Prohibits Service Providers and their Sub-Service Providers from using the Technology Data in any way that would violate the Terms or any other applicable Meta terms or policies;
      3. Requires Service Providers and their Sub-Service Providers to immediately cease using the Technology and Processing Technology Data and promptly delete all Technology Data in their possession or control when you cease using them as a Service Provider or Sub-Service Provider; and
      4. Requires Service Providers and their Sub-Service Providers to keep Technology Data secure and confidential. You must ensure that any such Service Providers and Sub-Service Providers comply with the Terms and all other applicable Meta terms and policies as if they were in your place, and ensure that such Service Providers and Sub-Service Providers are responsible for any non-compliance. In any event, you are responsible to Meta for your own and any such Service Providers and Sub-Service Providers’ acts and omissions, including such Service Providers and Sub-Service Providers’ noncompliance
   2. We may prohibit your use of any Service Provider or Sub-Service Provider in connection with your use of the Technology or Processing of Technology Data if we believe that (1) they have violated the Terms or other applicable terms or policies or (2) they are negatively impacting the Technology, other Meta Products, Technology Data, or people who use Meta Products, and will provide notice to you if we do. Promptly upon such notice, you must stop using that Service Provider or Sub-Service Provider in connection with your use of the Technology or Processing of Technology Data.
   3. We may require that your Service Providers or Sub-Service Providers agree to the Terms or other applicable terms or policies in order to access Meta Products, the Technology, or Technology Data.
5. Retention and Deletion.
   1. Unless required to keep Technology Data under applicable law, you must delete Technology Data, and ensure your Service Provider(s) and your Service Providers’ sub-Service Provider(s) delete Technology Data as soon as reasonably possible when:
      1. A user requests their Technology Data be deleted;
      2. A user deletes their account, or no longer has an account (unless the Technology Data has been obscured, or de-identified so that it cannot be associated with a particular user, browser or device);
      3. Deletion is requested by Meta, or when deletion is required by applicable law or regulations; and
   2. If you are required to keep Technology Data under applicable law or regulation, you must retain proof of the applicable legal or regulatory requirement or request and provide it if we ask for it.

6. Privacy Policy

1. You will provide a privacy policy that complies with applicable law and regulations and must accurately and clearly explain what data you are Processing, how you are Processing it, the purposes for which you are Processing it, and how users may request deletion of that data.
2. You may only Process Technology Data as clearly described in your privacy policy and in accordance with all applicable law and regulations, the Terms, and all other applicable terms and policies.
3. Your privacy policy will not be inconsistent with the Terms or any other applicable terms or policies when it comes to Technology Data. For example, you may not sell Technology Data even if you disclose your intention to do so in your privacy policy.

7. Security

1. Data Security Requirements. You must always have in effect and maintain administrative, physical, and technical safeguards that do the following:
   1. Meet or exceed industry standards given the sensitivity of the Technology Data;
   2. Comply with applicable law and regulations, including data security and privacy laws, rules, and regulations as well as U.S., EU, UK, and UN sanctions and applicable export controls; and
   3. Are designed to prevent any unauthorized (including in violation of the Terms or any other applicable terms or policies) Processing (including, for the avoidance of doubt, access, destruction, loss, alteration, disclosure, distribution, or compromise) of Technology Data.
2. You must have an easily accessible way for people to report security vulnerabilities in your Integration to you, and you must promptly address identified deficiencies.
3. Incident Notification. You must notify us using the Incident Reporting Form as soon as practicable after becoming aware of unauthorized Processing of data or incidents that could compromise your IT systems. You must immediately begin remediation of the incident and keep us informed.

8. International Transfers – EEA Data Transfers

1. This Section shall apply to the extent that you are Processing Meta Ireland Data and you are transferring such Meta Ireland Data to a territory outside of the European Economic Area that, at the time of such transfer, does not have a positive adequacy decision from the European Commission under Article 45 of Regulation (EU) 2016/679 (each an “EEA Data Transfer”).
2. Whenever there is an EEA Data Transfer, your use of Meta Ireland Data is subject to your compliance with the Clauses in so far as they relate to controller to controller transfers (Module One). The term “Clauses” is defined as the standard contractual clauses annexed to European Commission Decision (EU) 2021/914. In each case, you agree that for the purposes of Section IV, Clauses 17 and 18 in the Clauses, Option 1 and Option (b) shall apply respectively and the Member State shall be Ireland. Nothing in this Section 8 (International transfers – EEA Data Transfers) is intended to vary or modify the Clauses. For the purposes of the Appendix to the Clauses, the following will apply:
3. For the purposes of Annex I(A) to the Clauses, Meta Platforms Ireland Limited is the “data exporter” and you are the data importer as defined in the Clauses.
4. For the purposes of Annex I(B) to the Clauses:
   1. “Categories of data subjects” are the users who visit, access, use, or otherwise interact with the Integration and the products and services of Meta Platforms Ireland Limited;
   2. “Categories of personal data” are Meta Ireland Data, which includes profile information, avatar data, and friends data or data about interactions between users, or as otherwise set forth in the Data Policy;
   3. “Frequency of the transfer” is on a continuous basis to the extent required to fulfill the purpose outlined in Section 8.d.iv. below;
   4. “Nature of the processing and purpose(s) of the data transfer(s)” is the provision of the Integration and other products and services by you to users pursuant to your applicable terms and conditions and privacy policy; and
   5. “Period for which personal data will be retained” is as set out in Section 5(e) unless applicable laws require the Meta Ireland Data be retained for a longer period, in which case you shall only retain such Meta Ireland Data for the period required by such applicable laws and subject always to Section 8(f).
5. For the purposes of Annex I(C) to the Clauses, the competent supervisory authority will be the Data Protection Commission in Ireland; and
6. For the purposes of Annex II to the Clauses, you will implement and maintain the technical and organizational security measures set out in Annex II to the SCCs - Technical and Organizational Measures and such other measures as we may require from time to time.

9. International Transfers– UK Data Transfers

1. This Section 9 shall apply to the extent that your Processing of Technology Data includes personal data controlled by Meta Platforms, Inc. that is subject to the UK GDPR (as defined in the UK’s Data Protection Act 2018 (“DPA”)) (“UK Data”) and the transfer of such UK Data to a territory outside of the United Kingdom that, at the time of such transfer, does not have a positive adequacy decision from the Secretary of State in accordance with the relevant provisions of the UK GDPR and the DPA (“UK Data Transfer”).
2. Whenever there is a UK Data Transfer, your use of UK Data is subject to your compliance with the Approved Addendum (which is hereby incorporated by reference into these terms and is deemed to have been entered into and completed as set out below). Nothing in this Section 9 (International Transfers – UK Data Transfers) is intended to vary or modify the Approved Addendum. All defined terms used below shall have the meanings given to them in the Approved Addendum. For the purpose of the Approved Addendum, the following will apply:
   1. In Table 1 of the Approved Addendum, the parties’ details are as follows:
      1. Meta Platforms, Inc. is the “data exporter” and you are the “data importer” as defined in the Approved Addendum.
      2. The parties details and key contact information are:
         • Meta Platforms, Inc., 1 Meta Way, Menlo Park, CA 94205, USA, and the contact person’s details are as notified by the data exporter to the data importer from time to time.
         • Developer’s details and key contact information are your details notified to Meta Platforms, Inc. from time to time.
      3. The parties agree that execution of these terms by the parties shall constitute execution of the Approved Addendum.
   2. For the purposes of Table 2 of the Approved Addendum, the selected modules of the Approved EU SCCs shall be Module 1 (controller to controller).
   3. Table 3 of the Approved Addendum shall be populated as follows:
      1. Annex 1A: List of Parties: See Table 1 references above and the activities relevant to the data transferred are as described in these terms.
      2. Annex 1B: Description of Transfer: The information in Section 8(d) shall apply, albeit references to “Meta Platforms Ireland Limited” shall be replaced with “Meta Platforms, Inc.” and references to “Meta Ireland Data” shall be replaced with “UK Data”.
      3. Annex II: Technical and organizational measures: For the purposes of Annex II, you will implement and maintain Meta’s Technical and Organizational Measures.
   4. In Table 4 of the UK Addendum, the data exporter may end the UK Addendum in accordance with the terms of the UK Addendum.

10. Intellectual Property

1. Ownership. As between you and Meta, Meta and/or its affiliates or licensors own all rights, title, and interest, including all Intellectual Property Rights, in and to the Technology (including associated Meta content, sample apps, and sample code) and all derivatives thereof. Meta reserves all rights not expressly granted under the License. As between you and Meta, you and/or your licensors own all rights, title, and interest, including all Intellectual Property Rights, in and to your Integration (excluding the Technology).
2. Third-Party Materials. The Technology may include third-party software offered under an open-source license or third-party content subject to a separate third-party agreement. To the extent any of such third-party terms conflicts with the Terms, such third-party terms will control solely with respect to such third-party software or content. Your use of such third-party software must comply with all applicable terms and conditions.
3. Feedback. If you disclose or provide comments, suggestions, recommendations, ideas, know-how or other feedback about or relating to the Technology or any other Meta Approved Products or other Meta or affiliate product or service, we (and our affiliates and those we allow) may retain, use, reproduce, disclose, and incorporate such information for any purposes without payment of royalties or other consideration or obligation to you, and all intellectual property and other proprietary rights in any such feedback are deemed (and hereby) licensed to Meta (with the right to sublicense through multiple tiers) for any purpose on a perpetual, irrevocable, worldwide, paid-up, and royalty-free basis and may be used or disclosed for any purpose. You will have no obligation by virtue of the foregoing to provide such feedback to Meta.
4. Brand Attribution. The Terms do not grant you or any third-party permission to use our Brand Features except as required for reasonable and customary use in describing the origin of the Technology or reproduction of the copyright notice as required under the License grant. You will not use the Technology or make any statement regarding the Technology or your Integration which suggests partnership with, sponsorship by, or endorsement by Meta, its affiliates or any of their employees, contractors, contributors, licensors, affiliates, or partners without our prior written permission.

11. Enforcement Actions

1. We may take enforcement action against you, your Integration, your Developer Account, and any Tester associated with your Organization if we believe, in our sole discretion, that:
   1. You have not timely responded to our requests, including those related to certifications, monitoring, data deletion, Service Providers, or Auditing;
   2. You, your Integration, or any such Tester has violated or may have violated the Terms or any other applicable terms or policies or is negatively impacting the Technology, other Meta Products, Technology Data, or people who use Meta Products;
   3. You have created or maintained Integration(s) to circumvent, or attempt to circumvent, our enforcement actions (an attempt to circumvent could include creating or maintaining Integration(s) to bypass any restrictions or enforcement we have placed on your other Integration(s) or account due to a violation of our terms and policies);
   4. It is needed to comply with applicable laws or regulations or otherwise required or requested by a court order or governmental authority; or
   5. It is needed to protect us from legal or regulatory liability.
2. We may take enforcement action at any time, including while we investigate your Integration(s), with or without notice to you. Enforcement can be both automated and manual. It can include suspending or permanently removing your Integration(s), your Developer Account, and any Tester associated with your Organization; removing your, your Integration’s, and any such Testers’ access to the Technology; requiring that you stop Processing and delete Technology Data; terminating our agreements with you; or any other action that we consider to be appropriate, including terminating other agreements with you or your ability to use Meta Products.
3. We may suspend or end your Integration’s access to any APIs, permissions, or features that your Integration has not used or accessed within a 90-day period with or without notice to you.

12. Confidentiality

1. Treatment.
   1. If you have executed a non-disclosure or other confidentiality agreement with Meta that is currently in effect and whose scope covers the Technology, then the Terms and your use of the Technology are subject to such pre-existing agreement. For clarity, the Technology and other content or materials provided by Meta and/or its affiliates will be the confidential information of Meta and/or its affiliates under such agreement. Otherwise, the confidentiality terms in this Section 12 apply.
   2. You will (a) protect Confidential Information against any unauthorized use or disclosure to the same extent that you protect your own Confidential Information of a similar nature against unauthorized use or disclosure; (b) use any Confidential Information solely for the purposes for which it is provided to you; (c) limit dissemination of the Confidential Information to those individuals to whom disclosure is necessary solely for the purposes for which it is provided to you, provided such individuals are bound to a written agreement no less protective of the Confidential Information than the Terms; and, (d) notify Meta without delay upon discovery of any loss or unauthorized disclosure of any Confidential Information and use all reasonable efforts to retrieve such Confidential Information.
   3. Notwithstanding Section 12(a)(ii), you may disclose Confidential Information solely to the extent required by valid court order, law, subpoena or regulation, provided that you provide Meta reasonable advance notice of the nature, timing and extent of disclosure so as to afford Meta an opportunity to intervene and seek an order or other appropriate relief for the protection of its Confidential Information or limiting the extent to which Confidential Information must be disclosed.
2. No License; Injunctive Relief. Except for any license or other right expressly granted under the Terms, Meta reserves any and all right, title and interest (including any intellectual property rights) that it may have in or to any Confidential Information that it may disclose to you. In the event of any breach or threatened breach by you of your obligations under this Section 12, Meta will be entitled to injunctive and other equitable relief to enforce such obligations.

13. Term and Termination

1. Term and Termination. These Meta Wearables Developer Terms will be in effect from the date on which you click accept, download, or use the Technology or any of its components until terminated as set forth in the Terms. Meta reserves the right to terminate the License at any time, in our sole discretion, without notice to you, and without liability or other obligation to you. The License will terminate upon (i) Meta’s deletion of your Developer Account or Meta’s removal of your access thereto; (ii) expiration or termination of these Meta Wearables Developer Terms; or (iii) if either Meta or you decide not to proceed with development or launch of the Integration.
2. Discontinuation of Technology. From time to time, we may need to modify, change, suspend, or discontinue the availability of the Technology or Technology features or services, including for safety and security reasons or to otherwise protect our legitimate interests. Such modifications, changes, suspensions, or discontinuances may include, but are not limited to, imposing limits on certain features and services, restricting your access to parts or all of our APIs or websites, and discontinuing any support or modification for the Technology that we have previously elected to provide for you. If we elect to discontinue the availability of the entirety of the Technology, we will use commercially reasonable efforts to provide you with prior notice.
3. Effect of Termination. Upon termination of the Meta Wearables Developer Terms, you will, and will cause your Testers, if any, to, immediately stop using the Technology and all Integrations that incorporate the Technology or any of its components, cease all use of the Brand Features, and destroy or return copies of components of the Technology that you have and any other Confidential Information.
4. Surviving Provisions. When these Meta Wearables Developer Terms terminate, those terms that by their nature are intended to continue indefinitely will continue to apply, including Section 2(b) (License Restrictions) through 2(h) (Experimental Features), Section 5 (Data Use), Section 7 (Security), Section 8 (International Transfers – EEA Data Transfers), Section 9 (International Transfers – UK Data Transfers), Section 10 (Intellectual Property), Section 11 (Enforcement Actions), Section 12 (Confidentiality), Section 13 (Term and Termination), Section 14(Indemnification and Limitation of Liability), Section 16 (Disputes), and Section 17 (General Provisions).

14. Indemnification and Limitation of Liability

1. Indemnification. Unless prohibited by applicable law, you will indemnify and (at Meta’s option) defend Meta, its affiliates and subsidiaries, and the agents, licensors, contributors, directors, officers, employees, suppliers, and distributors thereof (collectively, “Meta Parties”) against all claims, liabilities, damages, losses, costs, fees (including legal fees), and expenses arising from or relating to: (1) your use of the Technology, or any negligence or misconduct, by you or, if applicable, your employees, agents, vendors, or contractors (collectively “Developer Parties”); (2) any Developer Parties’ violation of the Terms or any applicable law and regulation; or (3) your Integration, name or logo, products or services, or actions in connection with the Technology.
2. Warranties. Except as expressly set out in the Terms, the Technology, any other Confidential Information, and anything else furnished under the Terms is provided “as is” without any specific promises, representations, guarantees or warranties, whether express, implied, or statutory, including any commitments about the content accessed through the technology, the specific functions of the technology or our integration services, or their reliability, availability, or ability to meet your needs. The Meta Parties hereby disclaim any implied warranties, including the implied warranties of merchantability, non-infringement, and fitness for a particular purpose. You acknowledge and agree that you are solely responsible for any health and safety issues relating to the Integrations, including all costs, damages, and other liabilities arising out of health and safety issues arising from the Integrations. Some jurisdictions do not permit the exclusion or limitation of implied warranties, so you may have additional rights.
3. Limitation of Liability. To the extent permitted by applicable law, Meta Parties will not be responsible for lost profits, business or goodwill, revenues, or data; financial losses; or indirect, incidental, special, consequential, exemplary, or punitive damages (including procurement of substitute goods or services; loss of use, data, or profits; or business interruption) however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising as a result of the Terms or use of the Technology, sample apps, or any Experimental Features or modified sample code even if advised of the possibility of such damage. To the extent permitted by law, the cumulative, aggregate liability of Meta Parties, for any and all claims arising under the Terms or its subject matter shall not exceed one thousand U.S. Dollars ($1,000). In all cases, Meta Parties will not be liable for any expense, loss, or damage that is not reasonably foreseeable.
   You agree that your remedies under the Terms are limited solely to the right to collect money damages, if any, and you hereby waive your right to seek injunctive relief or other equitable relief. If you are a California resident, you agree to waive California Civil Code § 1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

15. Notice

16. Disputes

1. Any claims, causes of action or disputes that arise out of or relate to the Terms or the Technology between you and Meta (“Claims”) will be governed by the terms set forth in Section 16 below.
2. U.S. Claims. If you reside in the United States or your business is located in the United States:
   1. You agree to arbitrate Claims between you and Meta. This provision does not cover any claims relating to violations of your or our Intellectual Property Rights, violations of your or our confidential information or trade secrets, or efforts to interfere with the Technology or engage with the Technology in unauthorized ways (for example, automated ways). If a Claim between you and Meta is not subject to arbitration, you agree that the 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.
   2. 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. To the fullest extent permitted by law, 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 16(b)(ii), then only that Claim (or only that request for relief) may be brought in court. All other Claims (or requests for relief) will remain subject to this Section 16(b)(ii). 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. The notice must (a) describe the nature and basis of the Claim or dispute; and (b) set forth the specific amount of damages or other relief sought. This notice of dispute to us must be sent to the following address: Meta Platform Technologies, LLC 1 Meta Way, Menlo Park, California, 94025. We will send the notice to you at the email address currently on file for your Developer Account
   3. The arbitration will be governed by the AAA’s Commercial Arbitration Rules (“AAA Rules”), as modified by the Terms, unless the dispute involves a consumer in which situation the AAA’s consumer rules will apply, 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. 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 when you first agree to the Terms. Your notice to us under this Section 16(b)(iv) must be submitted to the address here: Meta Platform Technologies, LLC 1 Meta Way, Menlo Park, California, 94025.
   4. All 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 federal law.
   5. Enforcement. Except as otherwise provided in the Terms, if a Claim does not proceed in arbitration, the class-action waiver shall remain in effect, and a court may not preside over any action joining, coordinating, or consolidating the Claims of multiple individuals in a single proceeding, except that you and Meta may participate in a class-wide, collective, and/or representative settlement of Claims.
3. Claims Outside the United States. If you reside outside the United States or your business is located outside the United States, you agree that:
   1. Any Claim between you and Meta 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, that you submit to the personal jurisdiction of either of these courts for the purpose of litigating any such Claim, and that the laws of the State of California will govern the Terms and any such Claim, without regard to conflict of law provisions.
   2. Without prejudice to the foregoing, you agree that, in our sole discretion, we may also bring any Claim we have against you related to efforts to abuse, interfere, or engage with the Technology in unauthorized ways in the country in which you reside that has jurisdiction over the Claim.

17. General Provisions

1. Order of Precedence. If there is any conflict between the Terms and any other applicable online terms, the terms that are more restrictive on you and your Integration or more protective of us or Technology Data apply.
2. Updates. We may make updates to the Technology and the Terms from time to time. By continuing to access or use the Technology after any notice of an update to the Terms, you agree to be bound by them. If you do not agree to the updated terms, you must stop accessing and using the Technology. If we update the Technology, you must use the updated Technology and cannot develop or test Integrations using the prior Technology.
3. Independent Contractors. You and Meta are independent contractors with regard to each other. The Terms do not create any third-party beneficiary rights or any agency, partnership, employment, or joint venture.
4. No Waiver. We are not liable for failure or delay in performance to the extent caused by circumstances beyond our reasonable control. If you do not comply with the Terms, and Meta does not take action right away or does not enforce any provision of the Terms, this inaction or lack of enforcement will not act as a waiver by Meta of any rights that it may have (such as taking action in the future) or in any way affect the validity of the Terms or parts thereof.
5. Modification. If a particular provision of the Terms is deemed unenforceable, it will be deemed modified to the minimum extent necessary to render it enforceable and most nearly reflect the intent of the original provision, and all other provisions in the Terms shall remain in full force and effect.
6. Transfer. In accordance with our Terms of Service, you will not transfer any of your rights or obligations under the Terms to anyone else without our prior written consent. Transfer can include assignment, acquisition, merger, change of control, or other forms of transfer. Any unpermitted transfer will be considered null and void. For any permitted transfer of your Integration, you will obligate the transferee to comply with the Terms and other applicable terms and policies, and re-submit such Integration through our Integration Review process for our review and approval. After any such permitted transfer by you of your Integration, you can only access, use, share, and retain Technology Data to the extent permitted by, and in compliance with, the Terms and applicable laws and regulations.
7. Compliance with Applicable Laws. You also must comply with all applicable laws and regulations, including with respect to your collection, use, or other processing of Technology Data.
8. Entire Agreement. The Terms is the entire agreement between you and Meta relating to the subject matter herein and supersede any prior or contemporaneous agreements on such subject matter. No terms and conditions (including click-wrap or click-through terms) that may be presented or provided to us through your Integration, through the Developer Center or otherwise will be binding on or have any application to Meta. By way of example, to the extent your Integration incorporates or otherwise uses any of your and/or a third party’s APIs, tools, code or other technology , you agree that any agreement, policy, guideline, or other documentation that governs or otherwise relates to such APIs, tools, code or other technology does not and shall not be binding on Meta for purposes of the Integration.
9. Trade Controls. Your use of the Technology must comply with U.S., EU, UK, and UN sanctions and applicable export controls (“Trade Controls”) and other applicable laws and regulations. You may not use the Technology and may not accept the Terms if (1) you are a person with whom Meta is prohibited or restricted from dealing with under applicable law, including if you are the target of Trade Controls that would make it prohibited to access and/or use the Technology; or (2) you are a person barred from using or receiving the Technology by Meta or under the applicable laws of the U.S. or other countries including the country in which you are resident or from which you use the Technology. The Technology may not be used in or for the benefit of, or exported or re-exported to (a) any jurisdiction that is the target of U.S. comprehensive sanctions; or (b) any individual or entity with whom dealings are prohibited or restricted under Trade Controls. The Technology may not be used for any end use prohibited by Trade Controls, and your inputs to the Technology may not include material or information that requires a government license for release or export.

18. Glossary