Meta Model API Terms of Service
These Terms govern your access to and use of the Services for a limited preview period. Meta may update these Terms or release new terms upon the general public availability of the Meta Model API.
Last updated: September 18, 2026
These Meta Model API Terms of Service (“Terms”) are an agreement between you and Meta Platforms, Inc. or Meta Platforms Ireland Limited (if you are located in the European Region as defined here) (“Meta”, “we” or “us”). These Terms apply when you access or use the application programming interface we make available (“Meta Model API”) that allows you to interface with certain Meta artificial intelligence models (“Meta Models”), and any related software, tools or other components, including an artificial intelligence coding harness, Meta Model API keys, services, documentation, and content (collectively, with the Meta Models, the “Meta Materials”). The Meta Model API and Meta Materials (when accessed via the Meta Model API) are collectively referred to herein as the “Services.” Meta makes certain Meta Models available in different tiers: "Discounted Models" and "Standard Models." The specific Meta Models designated as Discounted Models or Standard Models are identified through the Meta Model API Model Designation and Geographic Use Policy. "Discounted Services" means the Services when used with Discounted Models. "Standard Services" means the Services when used with Standard Models. A Meta Model may invoke other Meta Models in connection with your use of the Services. The designation of the Services as Discounted Services or Standard Services is determined solely by the designation of the Model you select, regardless of any other Meta Model it invokes.
You agree to be bound by these Terms by: (i) clicking to accept these Terms, or (ii) accessing or using any part of the Services. For purposes of these Terms, “you” and “your” means you as a user of the Services and any User(s) (as defined in the Supplemental Managed Accounts Terms). If you use the Services on behalf of a company or other entity, then “you” includes you and that entity, and you represent that you have the authority to bind any employer, entity, or person to these Terms. You represent that you, or your employer, or entity or other person that you represent, are of the age required under applicable laws, rules, or regulations to provide legal consent to accept these Terms.
1. Services.
Subject to your compliance with these Terms, Meta grants you a non-exclusive right to access and use the Services to (i) use Meta Materials; and (ii) develop other software applications, tools or products, and integrations that allow end users of your products or services (“End Users”) to interface with the Services (collectively, such applications, tools, products and integrations, “Integrated Products”). The Services are intended for your commercial use, except where Meta expressly makes the Services available for personal or consumer use, including through a consumer subscription. Meta may make certain Meta Materials available for you to install on your device or systems (“Downloadable Materials”). Subject to the terms, conditions and restrictions in these Terms, Meta grants you a limited, royalty-free, non-exclusive, personal, non-transferable, non-sublicensable (except as otherwise set forth in these Terms), revocable license during the Term to install and use those Downloadable Materials, in each case solely as contemplated by these Terms and the applicable documentation accompanying those Downloadable Materials. You must build your Integrated Products in compliance with applicable laws; you must require your End Users to comply with applicable laws, regulations, and these Terms, and you will not knowingly enable them to violate any of the foregoing; and, without limiting the foregoing, where applicable law requires labeling, disclosure, provenance marking, or classification of AI-generated or AI-assisted content or systems, you are responsible for meeting those requirements with respect to your Actions, Outputs and Integrated Products, including any Outputs provided to End Users through such Integrated Products. Your use of the Services, Outputs, and Integrated Products, including all labeling, disclosure, provenance-preservation, and AI-system classification obligations, is subject to the Model API AUP (defined below), and you are responsible for your End Users’ compliance with these Terms, and any obligations under these Terms that apply to you shall also apply to your End Users. The terms and restrictions in these Terms governing your use of Downloadable Materials will apply regardless of how you use them. You acknowledge and agree that any software in the Downloadable Materials is licensed in object code form only, unless we expressly authorize otherwise in writing. You may incorporate Outputs, but not the Downloadable Materials themselves, within Integrated Products in accordance with the terms and restrictions of these Terms. The Downloadable Materials 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 these Terms, such third-party terms will control solely with respect to such third-party software or content. You agree to comply with all such third-party terms. Where Downloadable Materials are made available to and downloaded by you, any reference in these Terms to the “Services” will be deemed to include the Downloadable Materials unless the context requires otherwise. You may request applicable Meta Model documentation by contacting Meta at modeldocumentation@meta.com or through alternative means that Meta may make available. Certain Meta Models may also be made available by Meta under open source or open weight terms or other separate terms. However, your access to and use of any Meta Model through the Meta Model API (including any Outputs therefrom) is governed by these Terms, and no such separate license applies to or confers any rights with respect to your use of the applicable Meta Models via these Services. Conversely, these Terms do not apply to, limit, or terminate any rights you have to use Meta Models outside the Services (e.g., on a self-hosted basis) pursuant to a separate license. No model obtained under a separate license constitutes Downloadable Materials for purposes of these Terms.
2. Additional Terms.
These Terms incorporate by reference the Supplemental Managed Accounts Terms, Meta Global Processor Terms (“MGPT”), Data Security Terms, and any other applicable written terms and policies provided by Meta that apply to your use of the Services, which, in each case, may be updated by Meta from time to time (collectively, the “Additional Terms”). As used herein, “Terms” will be deemed to incorporate, where applicable, any relevant Additional Terms.
3. Accounts, API Keys and Subscriptions.
3.1 Accounts and Keys. To access the Services, you need to either (i) create a new, or use an existing, managed account with Meta (“Managed Account”) or (ii) create a new or use an existing account system that links your profiles across Meta apps and devices (“Meta Account”), unless Meta specifies otherwise with respect to any particular Service. Where you create or access a Meta Account Third-Party Feature (as defined below), the resulting account is a Meta Account for purposes of these Terms, and Section 4.3 applies to your use of that third party. Your Managed Account is governed by the Supplemental Managed Accounts Terms and associated Privacy Disclosure. These Terms shall govern your use of the Services through your Meta Account, and with regard to the Services, shall supersede any other terms governing your Meta Account. Your Managed Account, your Meta Account, or both (as applicable) are each referred to herein as an “Account” and collectively as your “Accounts”. The collection and use of your information and data (including account, contact, and website interaction information) when you use the Services are governed by the Privacy Policy. Meta may process that information for service and marketing communications. If Meta terminates your Account, or prohibits your Account from accessing the Services, (i) these Terms will automatically terminate; and (ii) you may not create a new Account to bypass the termination or prohibition. To enable you to use the Services, we will provide your Account with one or more confidential Meta Model API keys. You may not share, sell, or transfer your Meta Model API key with any third party without our prior written permission. Upon termination of your Account or right to use the Services, you must immediately delete all Meta Model API keys provided to you.
3.2 Subscriptions and Keys. Notwithstanding the foregoing, Meta may offer a subscription that provides access to the Services through an artificial intelligence coding harness (a "Coding Harness Subscription"). Your purchase of a Coding Harness Subscription, and the subscription relationship it creates, are governed by the Meta Subscription Terms of Service. These Terms govern your access to and use of the Services and, to the extent of any conflict, prevail with respect to that access and use. Access to the Services under a Coding Harness Subscription is enabled by a Meta Model API key or other credential that Meta connects for use with the coding harness. That key or credential is for use only with the coding harness under your Coding Harness Subscription, is subject to the restrictions on Meta Model API keys in Section 3.1, and may not be used to access the Services outside the coding harness or to circumvent your subscription's usage limits or billing.
4. Content Rights, Usage Data and Retention.
4.1 Content Rights. To the extent permitted by applicable law, and as between the parties, you own all rights, title, and interests in and to your Inputs and Outputs, each as defined below (collectively, “Content”), and Meta does not claim any ownership of your Content. You are responsible for the accuracy and validity of any information, data, or other content you provide to the Services, in any form or format, including but not limited to text, documents, libraries, code, databases, images, audio, videos, or recordings (collectively, "Inputs"). Inputs also include content you authorize the Services to access, whether through connectors or integrations or as context or background for your prompts or instructions. You represent and warrant that you have all necessary intellectual property rights, and all rights required under applicable data protection laws, to submit or otherwise make available Inputs to the Services for your own use and for Meta’s use as described in these Terms. For clarity, Content is not considered Customer Data (as defined in the Supplemental Managed Accounts Terms). You are responsible for your use of any responses generated from the Services (“Outputs”) and any actions caused by the Outputs or otherwise taken on your behalf as a result of your use of the Services (“Actions”). You acknowledge that Outputs and Actions may be inaccurate or inappropriate for your intended use cases, are not unique, and the Services may generate identical or similar outputs or actions for different users. Outputs may include materials subject to third-party licenses, including open source licenses. Subject to the restrictions in these Terms, you agree that Meta may use the Content to provide the Services to you. You instruct Meta to retain and process Content as necessary to detect, prevent, and respond to violations of our Model API AUP (defined below) or these Terms and to develop, evaluate, and improve systems for the safety and the security of Meta products and services.
4.2 Usage Data. “Usage Data” means technical data generated by the Services relating to how you interact with the Services, such as tool call sequences, API request metadata, error or other logs, timestamps, token counts, latency measurements, and operational metrics and telemetry. Subject to restrictions in Section 5.1, Meta may use Usage Data to test, support, develop, evaluate, and improve the Meta Model API and other technologies, products and services.
4.3 Third-Party Features. Our Services may use or be used in connection with third-party materials, services, or integrations, including the services of any third-party identity provider you use to create or access an Account (collectively, “Third-Party Features”). You acknowledge and agree that Third-Party Features are not Services and, accordingly, Meta is not responsible for any loss or damage that may arise from your use of any Third-Party Features. We make no representations or warranties for any Third-Party Features, we are not responsible for, any loss of or interruption in access to the Services arising from your loss of access to, or the suspension or termination of, any Third-Party Feature. Your use of any Third-Party Features is at your own risk and subject to any terms, conditions, or policies (including privacy policies) applicable to such Third-Party Features.
4.4 Retention. Meta will retain your Content and Usage Data as needed: (i) to provide the Services under these Terms; (ii) to the extent necessary for compliance with applicable laws; (iii) in connection with the exercise of Meta’s rights to use your Content and Usage Data under these Terms; (iv) when our systems flag data for a potential policy violation; and (v) for security, safety, abuse, and policy review and improvements.
5. Standard Services.
When you use Standard Services, the following terms apply:
5.1 Processor Terms. When you use Standard Services, Meta will process applicable data as described in the MGPT. Meta will collect, use, process, and share such data as a “Service Provider” or “Processor” (each as defined in the MGPT) to you in relation to your use of the Services, and will not use Content from Standard Services to train Meta Models. You agree to comply with the MGPT when Meta acts as your Service Provider or Processor. You authorize Meta to engage subprocessors included in the list located here, as may be updated by Meta from time to time. You and Meta acknowledge that: (i) the duration, subject matter, nature, and purpose of the processing shall be as specified in this Section 5; (ii) the types of data processed shall include those specified in the definition of Inputs and Outputs; (iii) the categories of data subjects include your End Users and representatives; and (iv) the frequency of the data transfers are on a continuous basis for the duration of these Terms, unless otherwise expressly provided in these Terms. To the extent that you wish to inform Meta of any Privacy Rights requests individuals make to you pursuant to Applicable Law (as defined in the MGPT) that you require Meta’s assistance to comply with, you will provide the information necessary for Meta to assist with such compliance and contact Meta through your Accounts.
6. Discounted Services.
When you use Discounted Services, the following terms apply:
6.1 Content Use Terms. Meta will process Content from Discounted Services as described in these Terms and Privacy Policy. You agree that Meta may use your Content to train, develop, evaluate, and improve Meta’s artificial intelligence models, products, and services. Before using Content from Discounted Services to train artificial intelligence models, Meta takes steps designed to disassociate that Content from your Accounts and your Meta Model API key; however, (a) Meta may use Content for evaluation, safety, abuse, quality, and policy review without first applying those steps; and (b) you acknowledge and agree that, despite those steps, artificial intelligence models trained on your Content may produce outputs or take actions (including for third parties) that are similar or identical to your Content. By using the Discounted Services, you acknowledge and agree that your Content may be used by Meta for the above-described purposes. Meta may also retain and process your Content: (i) to the extent necessary for compliance with applicable laws; (ii) in connection with the exercise of Meta’s rights to use your Content under this Section 6; and (iii) when our systems flag data for a potential policy violation.
6.2 Your Responsibilities. You must not submit sensitive, confidential, or personal information to the Discounted Services. If you intend, or are required (including by contract), to keep information such as software code confidential, you must not submit that information to the Discounted Services. In addition, you must provide and adhere to a privacy policy for all of your Integrated Products that clearly and accurately describes to End Users what user information you collect and how you use and share that information, including for advertising or marketing. The Services are offered programmatically. Meta does not receive, determine, or route traffic based on location of your End Users, and the Discounted Services do not offer a mechanism to exclude specific traffic from training. If your End Users are located in a jurisdiction that is excluded from eligibility for Discounted Services under the Meta Model API Model Designation and Geographic Use Policy, or if you otherwise require that Content not be used for training, you must use the Standard Services for that traffic. You are responsible for determining your End Users' locations, determining applicable legal requirements, and for selecting whether to use Standard Services or Discounted Services accordingly.
7. No Trademark Licenses.
No trademark licenses are granted under these Terms, and in connection with the Services, neither we nor you may use any name or mark owned by or associated with the other or any of its affiliates.
8. Rights in the Services.
Meta or its licensors own and retain all right, title, and interest in and to the Services. Other than the rights expressly granted in these Terms, nothing in these Terms will grant you any right, title, or interest in or to the Services.
9. Feedback.
If you provide any feedback, comments, or suggestions (“Feedback”) to Meta, whether directly or indirectly, Meta may freely use and disclose such Feedback for any purpose, without obligation or compensation to you. You may, but are not required to, provide Feedback. Any Feedback will not be considered your Confidential Information.
10. Restrictions.
10.1 Compliance with Restrictions. Your use of the Services, including any Content or Actions, or to the extent integrated with any Integrated Products, must comply with (i) these Terms, (ii) our Meta Model API Acceptable Use Policy (“Model API AUP”) which is incorporated by reference herein, and (iii) all applicable laws and regulations. Your use of the Services and Integrated Products must comply with U.S., EU, UK, and UN sanctions and applicable export controls (“Trade Controls”). You represent and warrant that you and your End Users are not the target of Trade Controls restrictions that would make it prohibited to access and use the Services or Integrated Products. You and your End Users must be at least 18 years of age to use the Services and Integrated Products, and you will not create Integrated Products targeted at individuals under the age of 18. You agree that you will not do any of the following in connection with use of the Services, unless applicable laws or regulations prohibit these restrictions (and then only after advance notice to Meta) or unless expressly permitted by Meta:
(i) access or use the Services on behalf of any third party, or grant access to the Services (including any related Meta Model API key) to any third party other than allowing End Users to interface with the Meta Materials through use of your Integrated Products. For the avoidance of doubt, you may not resell, or otherwise provide access to the Services (including the Meta Models or any Meta Model API key) to any third party on a standalone basis, or through any model aggregator, API gateway, proxy, or similar offering, in each case except as expressly authorized by Meta in writing;
(ii) extract any data from the Services except to the extent expressly permitted by these Terms;
(iii) remove, modify, or obscure any proprietary or other notices contained in the Services;
(iv) attempt to gain unauthorized access to the Services or any related systems or networks;
(v) access, use, or make the Services, Outputs, Actions, or Integrated Products available in any country or geographic area not permitted by the Meta Model API Model Designation and Geographic Use Policy;
(vi) access or use the Services, Outputs, Actions, or Integrated Products, or allow others to access or use the Services, Outputs, Actions, or Integrated Products, in any manner prohibited by the Model API AUP;
(vii) access or use the Services, Outputs, Actions, or Integrated Products to engage in or facilitate any action, or generate any content, that infringes, misappropriates, or otherwise violates any third-party rights, including through the outputs or results of any products or services;
(viii) misappropriate Meta's models, harnesses, code, resources, or intellectual property;
(ix) use or facilitate the use of the Services (including by taking Actions), or the Outputs of the Services, to train, fine-tune, distill, or otherwise improve or create any artificial intelligence or machine learning model or other product or service that competes with Meta’s models or services, or systematically collect Outputs or other data to build training datasets for use in developing competing models or services, without Meta's prior written authorization. For the avoidance of doubt, using Services or Outputs solely for evaluation, benchmarking, or quality assessment of your own systems does not constitute a prohibited use under this Section;
(x) reverse engineer, decompile, disassemble, or otherwise attempt or assist others to derive the underlying models, harnesses, algorithms, weights, systems, or source code of the Services, including through systematic querying, model extraction techniques, reverse engineering, probing of inputs and outputs, or any other method designed to reconstruct or approximate the proprietary components of the Services;
(xi) publicly disseminate performance benchmarks or evaluations of the Services for the purpose of promoting or marketing a competing product or service, without Meta's prior written authorization;
(xii) circumvent, violate, hack, disable, or evade rate limits, usage quotas, content filters, access controls, or other technical safeguards or restrictions applied to the Services;
(xiii) consume computational resources in a manner that is excessive relative to your authorized use, that degrades the Services for others, or that is inconsistent with legitimate end-user application use;
(xiv) copy or create any derivative works of any Downloadable Materials, sell, lease, publicly display, publicly perform, redistribute, sublicense, or otherwise make available any Downloadable Materials to any third party, or modify any Downloadable Materials, including any modification enabling any Downloadable Materials to operate with any model or service not provided by Meta; or
(xv) use or redistribute the Services or any portion thereof in any manner that would cause the Services (or any portion thereof) or Meta to become subject to the terms of any open source license or other restrictions.
10.2 Notification of breach. You will promptly notify Meta if you know or suspect that you or any third party has breached Section 10.1.
10.3 Right to monitor. Meta may (i) monitor, including through automated or manual (human) review, your use of the Services to assess compliance with these Terms and applicable laws; and (ii) remove, without notice to you, any Content that Meta determines to be in violation of these Terms.
11. Changes to the Services.
Meta may, at its sole discretion, add, change, or remove functionality, features, or other aspects of the Services (including the availability of certain Meta Materials accessible through the Services), and throttle, limit, suspend, or terminate your access to the Services at any time without notice to you, including as Meta may deem necessary to promote the security, stability, availability, or integrity of the Services. Meta may also disable or change some features, functionality, or other aspects of the Services based on your location or other factors. Meta may deliver manual or automatic updates, patches, or new versions to any installed Services, and your continued use of the Services is conditioned on your acceptance and application of such updates.
12. Confidentiality.
“Confidential Information” means any non-public information, materials, or other subject matter disclosed by one party (“Discloser”) to the other party (“Recipient”) that is identified as confidential when disclosed or should be reasonably understood by the Recipient to be confidential (including information related to Accounts). Your Content constitutes your Confidential Information; however, Meta's rights to use, process, and retain Content as described in Sections 4, 5, and 6 are not restricted by this Section 12. Except as expressly permitted in these Terms, during and after the Term, each Recipient (i) will use reasonable standards to protect Confidential Information, and (ii) will not disclose the Confidential Information of the other party to any person or entity other than its officers, employees, and consultants who need access to such Confidential Information and who are bound by written confidentiality obligations consistent with these Terms. These confidentiality obligations do not apply to information which: (a) was in a Recipient’s possession before receipt from the Discloser; (b) is public knowledge through no fault of the Recipient; (c) was rightfully disclosed to Recipient by a third party without restriction on disclosure; or (d) is independently developed without use of Discloser’s Confidential Information. Recipient may disclose Confidential Information to the extent it is required to do so by law, or court or administrative order.
13. Payments.
13.1 Fees and Taxes. If you are using Services, you are responsible for paying all fees arising from your use of the Services (“Services Fees”) and any applicable national, state, or local sales or use taxes, value added taxes, or similar taxes (“TransactionTaxes”). Meta will calculate the Services Fees in accordance with the service rates made available via your Managed Account. Meta may update the Services Fees by updating those service rates. Unless otherwise noted, all currency references are in U.S. Dollars. Except as provided in Section 13.4, you must pay all Services Fees and applicable Taxes when due. Invoiced amounts and all other amounts payable by you are inclusive of any applicable Transaction Taxes. These Transaction Taxes will be separately itemized on your invoice.
13.2 Billing and Payments. Meta may offer different ways for you to pay for the Services. The Community Payment Terms are incorporated by reference in these Terms. For the avoidance of doubt, any additional terms and conditions that are hyperlinked within or otherwise referenced in the Community Payment Terms are applicable to payment information that you store with Meta. To the extent of a conflict between the Community Payment Terms and these Terms, these Terms will supersede and control. You agree that all information you provide with regard to the payment of any Services Fees, including credit card, debit card or other payment information, is accurate, current, and complete. You represent and warrant that you have the legal right to use the payment method you provide us for our payment processor. Depending on the country in which you are located: (a) invoicing and payment for your access to the Services may be through one or more affiliates of Meta (each, a "Meta Affiliate"), (b) you may contract directly with the applicable Meta Affiliate solely for purposes of such payment transaction, and (c) you may be subject to other special provisions as may be incorporated by reference herein.
(i) Non-Invoiced Billing. Meta may allow you to pay when your use of the Services reaches a certain limit set by Meta. If you pay this way, Meta will automatically charge your payment method either upon the applicable due date, or when this limit is reached, whichever is earlier. If you choose to pay via direct debit, you agree that we can charge your payment method an amount within an agreed-upon range.
(ii) Pre-Payment. Meta may allow you to pay for Services in advance. Such Services are available to you immediately upon payment. Pre-payment is non-refundable except where required by law. Meta is not a bank and does not offer banking services; accordingly, pre-payment does not earn interest, is not a deposit obligation, and is not insured.
(iii) Invoice Billing. Meta may allow you to pay on an invoice basis. If you pay this way, Meta sets a maximum spending limit and will issue you an invoice periodically for payment in accordance with applicable invoicing terms. Payments are due within the payment due date specified on the invoice. When paying this way, you authorize Meta to obtain your personal and/or business credit report from a credit bureau.
(iv) Late Payments. If your payment method fails or your payment is otherwise past due, we may immediately suspend your right to use the Services. We may also take additional steps to collect past due amounts. You will pay all reasonable expenses associated with such collection, including reasonable attorneys’ fees. Past due amounts will accrue interest at 1% per month or the lawful maximum, whichever is less.
13.3 Promotional Credits. Meta may provide you with promotional credits in your Accounts that can only be used with the Services. Such credits (i) are not legal tender or currency; (ii) are not redeemable, refundable, or exchangeable for any sum of money or monetary value; and (iii) have no equivalent value in fiat currency. Unused promotional credits may expire within a set period of time as stated in your Account or otherwise indicated in the Supplemental Managed Account Terms, and cannot be reinstated.
13.4 Coding Harness Subscriptions. You may access the Services (i) by paying the Services Fees described in this Section 13, (ii) through a Coding Harness Subscription as described in Section 3.2 and the Meta Subscription Terms of Service, or (iii) both. For your use of the Services through a Coding Harness Subscription, the applicable fees are governed by the plan you select under the Meta Subscription Terms of Service, and the Services Fees and other provisions in this Section 13 do not apply to that use. Use of the Services through a Coding Harness Subscription is subject to a recurring per-period allowance, which expires at the end of each period and does not roll over or accumulate. Such usage does not qualify as "Additional AI Usage" as that term is defined in the Meta Subscription Terms of Service. A Coding Harness Subscription does not provide any discount, fee reduction, or increased per-period allowance based on the Models you select, including Discounted Models. The Models you select determine how Meta may use your Content, as described in Sections 5 and 6. Any use of the Services that is not covered by a Coding Harness Subscription is subject to the Services Fees and other provisions of this Section 13.
14. Security.
Meta shall treat your Content and Customer Data in accordance with the Data Security Terms.
15. Term, Termination, and Modification.
15.1 Term. As used herein, “Term” means the period of time that starts when you accept these Terms or the first day that you access or use the Services, whichever is earlier, and continues until your Account is deleted or these Terms are terminated. The Services are made available to you for a limited period of time. Meta may provide you with an opportunity to extend your access to the Services by accepting new terms.
15.2 Termination by you. You may terminate these Terms at any time, for any reason, by deleting your Account in accordance with the Supplemental Managed Accounts Terms and/or these Terms. You will be responsible for paying all fees accrued by you (if any) prior to your termination of these Terms.
15.3 Termination by Meta. Meta may immediately terminate these Terms at any time, for any reason, by: (i) deleting or removing access to your Account; (ii) removing your access to the Services; or (iii) giving notice to you, such as by email and/or placing a notice in your Account. Meta may suspend your access to the Services: (A) to prevent a security risk or other credible risk of harm or liability to us, the Services, or any third party; (B) if required by law; or (C) for repeated violations or a material violation of these Terms.
15.4 Effect of Termination. Upon termination of these Terms for any reason: (i) you must immediately cease using the Services and destroy or return any cached or stored content, software, or other materials containing any Downloadable Materials; (ii) you may continue to use any Integrated Products you have created provided that those Integrated Products do not contain any Downloadable Materials and that you continue to comply with the obligations in these Terms that apply to your use of Integrated Products; and (iii) the following Sections will survive: 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 15, 16, 17, 18, 19, 20, Exhibit A, and Exhibit B.
15.5 Modification. We may modify these Terms from time to time, in which case we will update the “Last Updated” date at the top of these Terms. Your continued access to or use of the Services after the modifications have become effective will be deemed your acceptance of the modified Terms. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by email and/or by placing a prominent notice in your Managed Account. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms.
16. Warranties.
16.1 Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICES, INCLUDING ANY OUTPUTS, ARE PROVIDED UNDER THESE TERMS ON AN “AS IS” BASIS, AND META DISCLAIMS ALL WARRANTIES OF ANY KIND, BOTH EXPRESS AND IMPLIED, WITH RESPECT THERETO, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS OF USING THE SERVICES AND ANY OUTPUTS AND, EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, YOU ASSUME ALL RISKS ASSOCIATED WITH YOUR USE OF THE SERVICES AND ANY OUTPUTS OR ACTIONS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, META MAKES NO REPRESENTATION OR WARRANTY THAT THE SERVICES, INCLUDING ANY OUTPUTS, SHALL BE ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED. META FURTHER MAKES NO REPRESENTATION OR WARRANTY REGARDING ANY ACTIONS TAKEN BY THE SERVICES OR ANY INTEGRATED PRODUCTS ON YOUR SYSTEMS OR ON YOUR BEHALF, WHETHER EXECUTED AUTOMATICALLY OR WITH MANUAL (HUMAN) REVIEW, INCLUDING THE EXECUTION OF CODE, RUNNING OF COMMANDS, OR PERFORMANCE OF FILE OPERATIONS, OR ANY RESULTS OR CONSEQUENCES THEREOF, INCLUDING WITHOUT LIMITATION SYSTEM OUTAGES, SOFTWARE DEFECTS, DATA LOSS, AND SECURITY VULNERABILITIES.
16.2 Your Warranties. You represent, warrant, and agree that (i) your use of the Services will comply with all applicable laws, including any applicable laws relating to privacy or data protection (including, without limitation, the Illinois Biometric Information Privacy Act, 740 ILCS 14 and the Texas Capture or Use of Biometric Identifier Act, Tex. Bus. & Com. Code § 503); and (ii) you have all necessary rights, licenses and permissions (including all necessary intellectual property rights required under applicable data protection laws) for you to submit and use Inputs to and with the Services for your own use and for Meta’s use as described in these Terms.
17. Indemnification.
17.1 Your Indemnity to Meta. You will defend, indemnify, and hold harmless Meta (and its affiliates and each of their respective directors, officers, employees, agents, and representatives) from and against all third-party claims, costs, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or in connection with (i) your Integrated Products (except to the extent such claim arises solely from Meta’s provision of the Services) (ii) your Inputs; or (iii) your use or distribution of the Services, Actions, or Meta Materials in violation of these Terms. Meta may participate in the defense and settlement of any such claim with its own counsel and at its own expense. You shall not settle any claim without Meta’s prior written consent if the settlement requires Meta to take any action, refrain from taking any action, or admit any wrongdoing or liability with respect to such claim.
17.2 Meta’s Indemnity to You. If you are using the Standard Services (not through promotional credits), Meta will indemnify you against all damages that are finally awarded by a court of competent jurisdiction and any settlement amounts payable to a third party under a final, Meta-approved settlement, in each case arising out of any claim by a third party (excluding any of your End Users) that any of the following infringes any intellectual property rights owned by that third party: (i) your use of the Standard Services, (ii) Meta’s use of training data used to train the relevant Standard Services, or (iii) unmodified Outputs generated using the Standard Services; provided that, in each case, you (a) give Meta prompt written notice when you become aware of the claim, including the nature of the claim, the relief sought and the amount of damages sought (provided that your failure to provide prompt notice shall only reduce Meta’s obligations under this Section 17.2 to the extent Meta is prejudiced by such delay); (b) allow Meta exclusive control of the disposition of the claim; (c) provide, at Meta’s expense, all reasonable assistance in relation to the claim; and (d) make no prejudicial admission about the claim. Meta will not settle any claim without your written consent (not to be unreasonably withheld, conditioned or delayed) if the settlement requires you to take any action, refrain from taking any action, or makes an admission of any wrongdoing or liability with respect to such claim.
17.2.1 Exclusions. Meta’s indemnification obligation under Section 17.2 excludes any claims arising from: (i) customization, or modification of any of the Services, other than by Meta; (ii) combination of the Services with other products, services, or software not provided by Meta, including any Integrated Products; (iii) Inputs or modified or altered Outputs, or Actions arising from the foregoing; (iv) your breach of these Terms or failure to comply with any applicable laws; (v) use of the Services or any Outputs in a manner that you knew or should have known was infringing or likely to infringe; (vi) your disabling, circumventing, or failing to use any filtering, safety and security measures, citations, or other features designed to protect the Services, including any guardrails and content restrictions; (vii) your continued use of any Service, Output, or Integrated Product after receiving a rightsholder infringement notice; (viii) allegations of trademark infringement based on your use of Outputs in trade or commerce; or (ix) your use of unauthorized data to customize the Services or Meta Materials.
17.3 Meta’s Rights to License, Modify, or Terminate. If Meta believes that any part of the Services may become the subject of any claim from a third party then Meta may, at its discretion: (i) procure, at Meta’s expense, the necessary consents and licenses for you to continue using the relevant part(s) of the Services in accordance with these Terms; (ii) replace or modify the relevant part(s) of the Services that are allegedly infringing; or (iii) terminate these Terms. You will comply with any instructions from Meta regarding the replacement, modification, or licensing of the relevant part(s) of the Services.
18. Limitation of Liability.
18.1 EXCEPT FOR EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 17 AND LIABILITY FROM EITHER PARTY’S BREACHES OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 12, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT NEITHER META NOR ITS AFFILIATES, LICENSORS, OFFICERS AND EMPLOYEES WILL BE LIABLE FOR ANY LOSS OF USE, LOSS OF PROFITS, LOST OR INACCURATE DATA OR CONTENT, 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.
18.2 EXCEPT FOR EITHER PARTY’S INDEMNIFICATION OBLIGATIONS IN SECTION 17 AND BREACH OF CONFIDENTIALITY UNDER SECTION 12, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT META AND ITS AFFILIATES, LICENSORS, OFFICERS AND EMPLOYEES’ TOTAL AGGREGATE LIABILITY TO YOU AND YOUR AFFILIATES FOR ANY CLAIMS ARISING IN CONNECTION WITH THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF EITHER THE AMOUNTS PAID BY YOU TO META FOR USE OF THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM THAT GIVE RISE TO SUCH LIABILITY OR ONE THOUSAND DOLLARS ($1000).
19. Disputes.
Any claims, causes of action or disputes that arise out of or relate to these Terms or the Services between you and Meta (“Claims”) will be governed by the terms set forth on Exhibit A. If you access the Services through a Coding Harness Subscription, then notwithstanding any conflicting dispute-resolution provisions in any other terms, this Section 19 and Exhibit A (and Exhibit B, where applicable) govern Claims to the extent they relate to your access to or use of the Services, including any Claim that relates to both your access to or use of the Services and your Coding Harness Subscription. Any Claim that concerns only your purchase of the Coding Harness Subscription, or only the subscription relationship it creates, is governed by the dispute-resolution provisions of the Meta Subscription Terms of Service.
20. General.
You may not assign your rights or delegate your obligations without Meta’s prior written consent. Meta may assign its rights or delegate its obligations freely. Meta’s choice not to enforce rights does not waive them. Invalid or unenforceable terms are severable and do not affect other terms’ validity or enforceability. These Terms (and any Additional Terms and other terms incorporated by reference into them) are the entire agreement between the parties and supersede all prior agreements. If there is a conflict between these Terms and any other terms, these Terms will supersede and control with respect to your access and use of the Services to the extent of the conflict. Neither party is liable for delays or failures due to unforeseen events that arise after the effective date of these Terms and are beyond that party’s reasonable control. These Terms do not benefit and cannot be enforced by third parties. If you are located in a country that is subject to embargo under the laws of the United States (or under similar laws applicable to you) or if you are on the U.S. Treasury Department’s list of Specially Designated Nationals (or equivalent list), you may not engage in commercial activities using the Services unless authorized by applicable laws. You also may not access or use the Services if you are prohibited from receiving products, services, or software under applicable law. Notices to Meta must be sent in writing to the following addresses for Meta Platforms Inc, to 1 Meta Way, Menlo Park, CA 94025, US, FAO: Legal; for Meta Platforms Ireland Limited, to Merrion Road, Dublin 4, D04 X2K5, Ireland, FAO: Legal. Meta may send notices to the email address on your account. Meta may also provide operational notices regarding the Services or other business-related notices through messages to you via the Services or conspicuous posting within the Services.
Exhibit A
Disputes.
1. U.S. Claims. If you reside in the United States or your business is located in the United States:
a. You agree to arbitrate Claims between you and Meta Platforms, Inc. This provision does not cover any claims relating to violations of your or our intellectual property rights, including, but not limited to, copyright infringement, patent infringement, trademark infringement, violations of your or our confidential information or trade secrets, or efforts to interfere with our Services or engage with our Services in unauthorized ways (for example, automated ways). If a Claim between you and Meta Platforms, Inc. 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.
b. 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. 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 1(b), 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 1(b). The Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision. All issues are for an arbitrator to decide, except that only a court may decide issues relating to the scope or enforceability of this arbitration provision or the interpretation of the prohibition of class and representative actions. If any party intends to seek arbitration of a dispute, that party must provide the other party with notice in writing. This notice of dispute to us must be sent to the following address: Meta Platforms, Inc. 1601 Willow Rd. Menlo Park, CA 94025. The arbitration will be governed by the AAA’s Commercial Arbitration Rules (“AAA Rules”), as modified by these Terms, and will be administered by the AAA. If the AAA is unavailable, the parties will agree to another arbitration provider or the court will appoint a substitute. The arbitrator will not be bound by rulings in other arbitrations in which you are not a party. To the fullest extent permitted by applicable law, any evidentiary submissions made in arbitration will be maintained as confidential in the absence of good cause for its disclosure. The arbitrator’s award will be maintained as confidential only to the extent necessary to protect either party’s trade secrets or proprietary business information or to comply with a legal requirement mandating confidentiality. Each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA Rules, except that we will pay for your filing, administrative, and arbitrator fees if your Claim for damages does not exceed $75,000 and is non-frivolous (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you do not wish to be bound by this provision (including its waiver of class and representative claims), you must notify us as set forth below within 30 days of the first acceptance date of any version of these Terms containing an arbitration provision. Your notice to us under this Section 1(b) must be submitted to the address here: Meta Platforms, Inc. 1601 Willow Rd. Menlo Park, CA 94025. 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. If a Claim between you and us 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. Claims Outside the United States. If you reside outside the United States or your business is located outside the United States, you agree that:
a. Any Claim between you and Meta Platforms, Inc. 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 these Terms and any such Claim, without regard to conflict of law provisions.
b. If Meta means Meta Platforms Ireland Limited, then any Claim between you and Meta Platforms Ireland Limited must be resolved exclusively in the courts of the Republic of Ireland, that you submit to the personal jurisdiction of the Republic of Ireland for the purpose of litigating any such Claim, and the laws of the Republic of Ireland will govern these Terms and any such Claim, without regard to conflict of law provisions.
c. Notwithstanding (a) and (b) above, any Claim between you and both Meta Platforms, Inc. and Meta Platforms Ireland Limited 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 these Terms and any such Claim, without regard to conflict of law provisions.
d. 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 our Services in unauthorized ways in the country in which you reside that has jurisdiction over the Claim.
Exhibit B
Special Provisions for Consumers in the EU/UK.
1. General. The provisions of this Exhibit B apply solely to users residing in the European Union (EU) or the United Kingdom (UK) who access or use the Services as a "Consumer". "Consumer" means any natural person using the Services wholly or mainly for purposes outside that person's trade, business, craft or profession.
The provisions of this Exhibit B supplement and, to the extent of any conflict, override the main body of the Terms.
2. Disputes. Notwithstanding Exhibit A of the Terms, which shall not apply to Consumers, if a claim or dispute arises out of or relates to your use of the Services as a Consumer, both you and we agree that you may resolve your individual claim or dispute against us, and we may resolve our claim or dispute against you, in any competent court in the country of your habitual residence that has jurisdiction over your claim or dispute, and the laws of that country will apply without regard to conflict of law provisions.
For clarity, in the event that your habitual residence is in a Member State of the European Union, nothing in these Terms shall (i) limit or deprive you of the protection afforded to you by the mandatory laws of the country in which your habitual residence is situated, which shall remain unaffected, or (ii) limit your right to take action under your consumer rights relating to these Terms under the laws of the country in which your habitual residence is situated, which shall remain unaffected.
3. Liability. Nothing in the Terms shall exclude or limit our statutory liability, in particular for death, personal injury or fraudulent misrepresentation caused by our negligence, or to affect your statutory rights.
We will exercise professional diligence in providing our Services to you and in keeping a safe, secure and error-free environment. Provided that we have acted with professional diligence, we do not accept responsibility for losses not caused by our breach of these Terms or otherwise by our acts; losses that are not reasonably foreseeable by you and us at the time of entering into these Terms; and events beyond our reasonable control.
4. Warranty. Nothing in the Terms shall exclude or limit your statutory warranty or remedy rights afforded to you by the mandatory laws of the country in which your habitual residence is situated.
In particular, in your role as Consumer, you are entitled to the statutory liability rights for defects of goods or digital products.
5. Indemnification. Notwithstanding Section 17.1 of the Terms, if you are a Consumer, your obligation to defend, indemnify, and hold harmless Meta and its affiliates shall only apply if and to the extent where you are or have been at fault.
6. Payment. The obligation under Section 13.2(iv) of the Terms to pay Meta's collection expenses, including reasonable attorneys' fees, and the specified rate of interest on past due amounts, shall not apply to you if you are a Consumer. Any interest on past due amounts shall be governed by the statutory interest rate applicable to consumers in your country of habitual residence.
7. Updating our Terms. We work constantly to improve our services and develop new features to make our Services better for you and our community. As a result, we may need to update the Terms from time to time to accurately reflect our services and practices to promote a safe and secure experience on our Services, and/or to comply with applicable law. We will only make any changes if the provisions are no longer appropriate or if they are incomplete, and only if the changes are reasonable and take due account of your interests, or if the changes are required for safety and security purposes or to comply with applicable law.
We will notify you in accordance with the law of the country in which your habitual residence is situated and at least 30 days before we make changes to these Terms and give you an opportunity to review them before they go into effect, unless the changes are required by law. Once any updated terms are in effect, you will be bound by them if you continue to access or use our Services.
We hope that you will continue using our Services, but if you do not agree to our updated Terms or wish to terminate your agreement to this contract, you can close your account at any time and you must also stop accessing or using our Services.
8. Termination. Meta may immediately terminate your access to the Services only: (A) to prevent a security risk or other credible risk of harm or liability to us, the Services, or any third party; (B) if required by law; (C) for repeated violations or a material violation of these Terms; or (D) for any other valid reason.
Nothing in the Terms shall exclude or limit your statutory right to extraordinary termination of these Terms for good cause.
9. Contact Details.
You can contact Meta Platforms Ireland Limited by writing to:
Meta Platforms Ireland Limited
ATTN: Operations
Merrion Road
Dublin 4
D04 X2K5, Ireland
You can contact Meta Platforms Inc by writing to:
Meta Platforms Inc
1 Meta Way,
Menlo Park, CA 94025, US
10. Withdrawal Information and Declaration.
You have the right to withdraw from this contract within 14 days without giving any reason.
The withdrawal will expire after 14 days from the day of the conclusion of the contract.
To exercise the right of withdrawal, you must inform us, Meta Platforms Technologies Ireland Limited, ATTN: Operations, Merrion Road, Dublin 4, D04 X2K5, Ireland, of your decision to withdraw from this contract by an unequivocal statement (e.g. a letter sent by post). You may use the model withdrawal form below, but this is not obligatory.
To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.
Model Withdrawal Form
(complete and return this form only if you wish to withdraw from the contract)
To: Meta Platforms Technologies Ireland Limited, ATTN: Operations, Merrion Road, Dublin 4, D04 X2K5, Ireland
I/we* hereby give notice that I/we* withdraw from my/our* contract of sale of the following goods*/for the provision of the following services*:___________________________________
Ordered on*/received on*:___________________________________
Name of consumer(s):___________________________________
Address of consumer(s):___________________________________
Signature of consumer(s) (only if this form is notified on paper):
___________________________________
Date:
___________________________________
*Delete as appropriate.
[1] Note that all references to “withdrawal” and “withdraw” in this document should be read to refer to “cancellation” and “cancel”, respectively, for consumers who reside in the UK.