Onward End User License Agreement
Effective Date: October 10, 2024
This End User License Agreement ("Agreement") concerns the Onward app provided to you by Meta Platforms, Inc. (or Meta Platforms Ireland Limited for European Region residents, excluding residents of the United Kingdom) ("Meta", "us";, "our";, or "we"), as well as related websites we may offer to you (together, the "Services") and any updates, online services, or downloads associated herewith, the software (including firmware) for any related peripherals, and the associated media, printed materials, and documentation (collectively, "Program").
If you are either under the age of majority in your jurisdiction or under eighteen (18) years old, please ask your parent or guardian to read and accept this Agreement for you before you use the Program. By opening this package, downloading, installing, or using the Program or clicking to accept, you accept the terms of this Agreement with us. If you do not agree to these terms, you are not permitted to install, copy, or use the Program. To reject these terms, you must not click to accept these terms or install, copy, or use the Program.
The Meta Quest Supplemental Privacy Policy explains how we collect, use and share information when you use the Onward app or its related website.
Except for Section 14 (regarding arbitration and class action waiver), we reserve the right to modify the terms of this Agreement at any time by (1) posting notice of the modifications to http://www.downpourinteractive.com/eula and/or (2) requiring you to click to accept any modifications to the terms of the Agreement if you are the resident of a jurisdiction that requires explicit acceptance of contract amendments. To the extent practicable and where required under the law, we will give you reasonable advance notice of at least 30 days to give you an opportunity to review any modifications to this Agreement before they go into effect. By continuing to use the Program, you accept any and all modifications to this Agreement. If modifications to the Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must terminate this Agreement and immediately stop using the Program. If any future modifications are implemented as a click to accept Agreement, you may not be able to continue using the Program unless you affirmatively accept the modified Agreement. In some circumstances, including all cases where the modification of this Agreement impacts your rights under this Agreement, we may ask you to expressly agree to the updates we make to this Agreement.
NOTICE: AS FURTHER EXPLAINED IN SECTION 14 (BINDING ARBITRATION AND CLASS ACTION WAIVER) BELOW, YOU AGREE THAT CERTAIN DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR USE OF THE SERVICES WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHTS TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION, AS FURTHER STATED BELOW, TO THE FULLEST EXTENT PERMITTED BY THE LAW. WE EXPLAIN SOME EXCEPTIONS AND HOW YOU CAN OPT OUT OF THE ARBITRATION AND CLASS ACTION WAIVER PROVISIONS BELOW. IN SOME JURISDICTIONS THE PROVISIONS INCLUDED IN SECTION 14 ARE PROHIBITED OR NOT ENFORCEABLE. NO PROVISIONS IN SECTION 14 WILL THEREFORE BE BINDING ON YOU IN CIRCUMSTANCES WHERE THEY ARE PROHIBITED OR NOT ENFORCEABLE IN THE JURISDICTION IN WHICH YOU ARE A RESIDENT.
1.GENERAL
1.1 Applicability of Additional Terms. The use of certain Program features, including online or multiplayer components, or updated features, may require assent to additional terms of service. You will be provided with these additional terms of service at the time the applicable features are made available to you. If you do not assent to the additional terms of service, you may not be able to access or use the additional features that are subject to the additional terms of service.
1.2 Limited Use License. Subject to any system requirements, we grant you the non-exclusive, non-transferable, limited right and license to install and use one copy of the software component(s) of the Program solely for your personal use. All rights not specifically granted are reserved by us. The Program is licensed, not sold, for your use. Your license confers no title or ownership in the Program and should not be construed as a sale of any rights in the Program. This Agreement shall also apply to updates you may obtain for the Program, provided that such update may be accompanied by additional terms. You acknowledge and agree that, other than the license granted to you by this Agreement, you shall have no ownership or property interest in any product or service-provided content (as defined below), and you further acknowledge and agree that to the fullest extent permitted by applicable law all rights in and to such products and service-provided content are and shall forever be owned by and inure to the benefit of us. For residents outside North America: for the avoidance of doubt, nothing in this Section 1.2 shall limit your right to sell and transfer the physical media containing the Program which you have rightfully purchased.
1.3 License Conditions. This license is subject to the limitations outlined in Section 2. Any use of the Program in violation of these limitations may result in termination of your license pursuant to Section 7 below and continued use of the Program will be an infringement of our copyrights and other rights in and to the Program.
2. PROHIBITIONS
2.1 You agree that you will not do, or allow, any of the following:
2.2 Parents and guardians of children either under the age of majority in their jurisdiction or less than 18 years old are responsible for all uses of the Program by your child whether or not such uses were authorized by you, unless otherwise stipulated under applicable law.
3. OWNERSHIP
3.1 All title, ownership rights, and intellectual property rights in and to the Program are owned by Meta, affiliates of Meta, or Meta's licensors. The Program is protected by the copyright laws of the United States of America, international copyright treaties, conventions, and other laws. The Program may contain certain licensed materials, and Meta's licensors may protect their rights in the event of any violation of this Agreement. Notwithstanding anything to the contrary, you acknowledge and agree that you shall have no ownership or other property interest in any UGC (as defined in Section 4) stored or hosted on our system, and you further acknowledge and agree that all rights in and to this UGC are and shall forever be owned by and inure to the benefit of us. We may suspend, terminate, modify or delete any of this UGC at any time for any reason or no reason, with or without notice to you. However, to the extent practicable or as required by law, we will give you reasonable notice of any decision to suspend, terminate, modify or delete any of this UGC.
4. CUSTOM CONTENT AGREEMENT
4.1 For certain Program features, including online or multiplayer components, we provide interfaces and tools for you to be able to generate content and make it available to other users and/or to us at your sole discretion. User-generated content means any content, such as custom maps, you make available to other users through your use of Onward's multi-user features, or to us through your use of the Program or otherwise ("UGC").
4.2 To the fullest extent permitted by applicable law, by submitting any UGC you automatically grant (or represent and warrant that the owner of such rights has expressly granted) us a perpetual, worldwide, royalty-free, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, sub-license, create derivative works from and distribute such UGC or incorporate such UGC content into any form, medium, or technology now known or later developed throughout the universe, and agree that we shall be entitled to unrestricted use of the UGC to improve and provide our Program, commercial or otherwise, without compensation (but subject to applicable local legislation), notice or attribution. To the fullest extent permitted by law, you waive and agree not to assert against us, any moral or similar rights you may have in any of your UGC. To the extent the Program permits other users to access and use your UGC, you also grant such users the right to use, copy, modify, display, perform, create derivative works from, and otherwise communicate and distribute your UGC on or through the Program without further notice, attribution or compensation to you.
YOU MAY ONLY UPLOAD YOUR OWN UGC TO THE PROGRAM; DO NOT UPLOAD ANYONE ELSE'S UGC. WE RESERVE THE RIGHT (BUT HAVE NO OBLIGATION) TO REMOVE, BLOCK, EDIT, MOVE, OR DISABLE UGC FOR ANY REASON IN OUR SOLE DISCRETION OR TO TERMINATE OUR AFFILIATION WITH YOU (IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT) DUE TO YOUR FAILURE TO ABIDE BY THESE TERMS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE ARE NOT RESPONSIBLE FOR, AND DO NOT ENDORSE OR GUARANTEE, THE OPINIONS, VIEWS, ADVICE OR RECOMMENDATIONS POSTED OR SENT BY OTHER USERS.
4.3 For residents of all countries outside North America: to the extent permitted by applicable law, users of the Program create, upload, download and use UGC at their own risk. If you upload or make available to other users your UGC via our Program, we have no obligation to control, monitor, endorse or own your UGC, and you are commissioning us to host and make available such UGC subject to the above license.
4.4 We are the sole owner of the derivative works created by us from your UGC and are entitled to grant licenses on these derivative works. If you provide us with any feedback or suggestions about Onward, the Program, or any related products, hardware or services, we are free to use the feedback or suggestions to improve and provide our Program, without any obligation to account to you.
4.5 You represent and warrant to us that you have sufficient rights in all UGC to grant us and other affected parties the licenses described above. This includes, without limitation, any kind of intellectual property rights or other proprietary or personal rights affected by or included in the UGC. In particular, with respect to UGC, you represent and warrant that the UGC was originally created by you (or, with respect to UGC to which others contributed besides you, by you and the other contributors, and in such case that you have the right to submit such UGC on behalf of those other contributors). You furthermore represent and warrant that the UGC, your submission of that Content, and your granting of rights in that Content does not violate any applicable contract, law or regulation.
5. PATCHES AND UPDATES
5.1 We may deploy or provide mandatory patches, updates, and modifications to the Program that must be installed for you to continue to use the Program. We may update the Program remotely with notice to you, and you hereby grant consent for us to deploy and apply such patches, updates, and modifications. Broadband internet is required for such patches, updates, and modifications. You are responsible for any and all broadband access and usage fees. Please note that patches, updates, and modifications will not impact the compatibility of the Program, and the Program will continue to match the description provided to you when you bought it.
6. LIMITATION OF DAMAGES.
6.1 We shall not be liable for special, incidental, or consequential damages resulting from possession, use, or malfunction of the Program, including damages to property, computer failure or malfunction and, to the extent permitted by law, damages for personal injuries, even if we have been advised of the possibility of these damages. To the maximum extent permitted by law, our liability for any and all claims arising from or relating to this Agreement shall not exceed the actual price paid for the license to use the Program or the sum of U.S. $500 or an equivalent amount under the current foreign exchange rate. If this limitation of liability is unacceptable, you must terminate this Agreement, and immediately stop using the Program. Some states/countries do not allow limitations on how long an implied warranty lasts and/or the exclusion or limitation of damages, so the above limitations and/or exclusions may not apply to you. This warranty gives you specific legal rights, and you may have other rights which vary from jurisdiction to jurisdiction.
6.2 Residents Outside North America. Nothing in this Agreement shall limit or exclude our liability to you: for death or personal injury caused by our negligence;for fraudulent misrepresentation; or for any other liability that may not, under the laws of the jurisdiction where you reside, be limited or excluded.
6.3 Subject to the foregoing, in no event shall we be liable to you for any business losses and any liability we do have for losses you suffer is strictly limited to losses that were reasonably foreseeable and shall not, in aggregate, exceed the greater of the following: the total price paid by you for the license to use the Program (plus any paid-for service-provided content) ; or the sum of U.S. $500 or an equivalent amount under the current foreign exchange rate.
7. TERMINATION
7.1 Without prejudice to any of our other rights , depending on the severity of the violation, we may terminate this Agreement if you materially or repeatedly fail to comply with any of its terms and conditions, provided such term or condition is applicable in your jurisdiction. To the extent practicable, we will give you reasonable notice of any decision to terminate this Agreement with you. In the event of termination for this reason, you must destroy all copies of the Program and all of its component parts. You may also terminate the Agreement at any time by permanently deleting any installation of the Program and destroying all copies of the Program in your possession or control. The following provisions shall survive termination of this Agreement: license conditions (Section 1.3), ownership (Section 3), limitation of damages (Section 6), termination (Section 7), indemnity (Section 9), service-provided content (Section 10), availability (Section 11), access (Section 12), binding arbitration and class action waiver (Section 14), jurisdiction and applicable law (Section 15), and miscellaneous (Section 16).
8. RESIDENTS IN NORTH AMERICA - U.S. GOVERNMENT RESTRICTED RIGHTS
8.1 The Program has been developed entirely at private expense and is provided as "commercial computer software" or "restricted computer software." Use, duplication, or disclosure by the U.S. government or a U.S. government subcontractor is subject to the restrictions set forth in Rights in Technical Data - Other Than Commercial Products and Commercial Services in DFARS 252.227-7013 or Commercial Computer Software License at FAR 52.227-19, as applicable. The contractor/manufacturer is Meta Platforms, Inc.
9. RESIDENTS IN NORTH AMERICA - INDEMNIFICATION
To the maximum extent permitted by applicable law, you agree to indemnify, defend, and hold Meta, its partners, affiliates, licensors, contractors, officers, directors, employees, and agents harmless from and against all claims, damages, losses, and expenses arising directly or indirectly from your breach of this Agreement and/or your acts and omissions in using the Program pursuant to the terms of this Agreement.
10. SERVICE-PROVIDED CONTENT
10. 1 "Service-provided content" consists of all virtual materials, information, and content provided to you (e.g., unlockable content, accounts, stats, virtual assets, virtual currencies, codes, achievements, virtual rewards, credits, access, shows, tokens, coins, power-ups, and customizations) in connection with your use of the Program, including the online services, which you need to "earn", "grind", "buy" and/or "purchase" in order to obtain additional content.
10.2 While the Program may allow you to "earn," "grind," "buy," or "purchase" service-provided content within or in connection with gameplay, you do not in fact own or have any property interest in the service-provided content and the price of any service-provided content does not refer to any credit balance of real currency or its equivalent. Unless otherwise specified in writing, any service-provided content that you receive is licensed to you as set forth herein, and you shall have no ownership right thereto in any service-provided content. You may not, sell, lend, rent, trade, or otherwise transfer any service-provided content, except for other service-provided content where applicable. Any sale of service-provided content, including, but not limited to, virtual currency for "real" money or exchange of those items or virtual currency for value outside of the Program is prohibited. Service-provided content may be altered, removed, deleted, or discontinued by us (e.g., upon termination of this Agreement and/or cessation of online support for the Program as set out herein) even if you have not "used" or "consumed" the service-provided content prior to alteration, removal, deletion, or discontinuation (to the greatest extent practicable, we will however seek to provide you with reasonable notice of such instances in order to allow you to "use"/"consume" service-provided content prior to it being altered, removed, deleted, or discontinued). Without limiting the above, service-provided content may include virtual coins, points, or other virtual currencies ("virtual currency").
10.3 By purchasing or otherwise acquiring virtual currency, you obtain a limited license (which is revocable by us at any time unless otherwise required by applicable laws) to access and select from other service-provided content. Virtual currency has no monetary value and does not constitute currency, a security, a commodity, or property of any type. Virtual currency may be redeemed for other service-provided content only, if at all. Subject to applicable local law, virtual currency is non-refundable and you are not entitled to a refund or any other compensation such as service-provided content for any unused virtual currency and unused virtual currency is non-exchangeable. We may revise the pricing for the service-provided content and virtual currency offered through the Program at any time (to impact future purchases only). We may limit the total amount of service-provided content or virtual currency that may be purchased at any one time, and/or limit the total amount of service-provided content or virtual currency that may be held in your account in the aggregate. You are only allowed to purchase service-provided content or virtual currency from us or our authorized partners through the Program, and not in any other way. We reserve the right to refuse your request(s) to acquire service-provided content and/or virtual currency to the extent permitted under applicable laws. You agree that you will be solely responsible for paying any applicable taxes related to the acquisition of, use of or access to service-provided content and/or virtual currency.
10.4 There may be service-provided content (should you choose to purchase it) which will require you to make a payment with real money, the amount of which will be set out in the Program. All service-provided content will be made available immediately when you purchase it with real money and you acknowledge that this is the case and that you may not have a right to change your mind and cancel (sometimes known as a 'cooling off' right) once your purchase is complete. Unless otherwise prescribed under applicable law, any payment for service-provided content with real money represents an immediate, non-refundable payment for the cost of continued game play and does not create an ownership right in any service-provided content. Depending on your platform, any service-provided content purchased, will be purchased from your platform provider and such purchase will be subject to their respective terms of service and user Agreement. Please check usage and cancellation rights for each purchase as these may differ from item to item. For the avoidance of any doubt, nothing in this clause will affect your statutory rights and remedies which cannot be excluded or limited under applicable law. Unless otherwise shown, content available in any in-game store has the same age rating as the game.
11. AVAILABILITY
11.1 Residents in North America. We do not guarantee that any online services, play or features associated with the Program (collectively, "online services") or service-provided content will be available at all times or at any given time or that we will continue to offer online services or service-provided content for any particular length of time. We may change and update online services or service-provided content without notice to you. We make no warranty or representation regarding the availability of online services and reserve the right to modify or discontinue online services in our sole discretion without notice, including for example, ceasing an online service for economic reasons due to a limited number of users continuing to make use of the online service over time. Notwithstanding anything to the contrary, you acknowledge and agree that online services may be terminated in whole or in part at our sole discretion without notice to you, and in connection with online services termination, any and all service-provided content licensed to you may be terminated. You assume any and all risk of loss associated with the termination of online services and any loss of service-provided content otherwise.
11.2 For Residents Outside North America. Subject to the next sentence, and to the maximum extent permitted by applicable law, we do not guarantee that any online services or service-provided content will be available or error-free at all times or at any given time. We warrant that the Program, in addition to any service-provided content which has been paid-for with real money or in the case of services provided in return for any other type of consideration, will substantially comply with the description provided by it at the point of purchase and be of satisfactory quality (in addition any related services provided through them will be provided with reasonable care and skill). We may change and update online services or service-provided content without notice to you (provided always, that any such changes do not result in material degradation in the functionality of the Program or any service-provided content which has been paid-for with real money). To the extent permitted under applicable law, we make no warranty or representation regarding the availability of online services and/or service-provided content which are free (i.e. not paid-for with real money or in the case of services, not provided in return for any other type of consideration) and reserves the right to modify or discontinue them in our sole discretion without notice to you, including for example, for economic reasons due to a limited number of users continuing to make use of them over time (to the greatest extent practicable, we will however always seek to provide reasonable notice in these circumstances). We are not liable or responsible for any failure to perform, or delay in performance of, any of our obligations that are caused by events outside of our reasonable control. If such circumstances result in material degradation in the functionality of the Program or service-provided content then your obligation to make any payment to download, use or access them will be suspended for the duration of such period. We are entitled to modify or discontinue online services and/or service-provided content which are paid-for with real money or in the case of services provided in return for any other type of consideration in our sole discretion upon reasonable notice to you. The warranty for online services and/or service-provided content is provided without prejudice to your statutory rights as a consumer which will always prevail. Please see Section 6 in respect of our limitation on damages, but nothing in this paragraph shall affect your statutory rights.
12. ACCESS
You are solely responsible for any third-party costs you incur to use the Program and Services. You acknowledge and agree that you will provide at your own cost and expense the equipment, internet, or other connection charges required to access and use the Program. We make no warranty that the Program can be accessed or used on all systems, controllers, or devices, by means of any specific internet or other connection provider, or in all territories. The Program may integrate, be integrated into, or be provided in connection with third-party services and content. We do not control those third-party services and content. You should read the terms of use and privacy policies that apply to such third-party services and content.
13. COPYRIGHT NOTICE
For residents in North America: if you believe that any UGC or any other content appearing in the Program and/or UGC has been copied in a way that constitutes copyright infringement, please forward the following information to ip@oculus.com.Your copyright infringement notification must comply with the Digital Millennium Copyright Act ("DMCA"). You are encouraged to review 17 U.S.C. ยง 512(c)(3) or consult with an attorney prior to sending a notice hereunder. To file a copyright infringement notice, you will need to send a written communication that includes the following information: (a) your name, mailing address, telephone number, and email address; (b) a description of the copyrighted work that you claim has been infringed; (c) the exact URL or a description of where the alleged infringing material is located and a description of the content; (d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (e) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and (f) a statement by you, under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Learn more.
Please note that the DMCA provides that you may be liable for damages (including costs and attorney fees) if you knowingly misrepresent that material or activity is infringing. Please also note that the information provided in your copyright infringement notice may be provided to the person responsible for the allegedly infringing material.
14. BINDING ARBITRATION AND CLASS ACTION WAIVER.
PLEASE NOTE THAT IN SOME JURISDICTIONS THE PROVISIONS INCLUDED IN THIS SECTION 14 RELATING TO ARBITRATION AND CLASS ACTION ARE PROHIBITED OR VOID. SUCH PROVISIONS IN SECTION 14 WILL NOT THEREFORE BE BINDING ON YOU IN CIRCUMSTANCES WHERE THEY ARE PROHIBITED OR VOID IN THE JURISDICTION IN WHICH YOU ARE RESIDENT. IN SUCH CIRCUMSTANCES, WHERE YOU HAVE A LEGAL RIGHT TO DO SO, YOU MAY BRING A CLAIM TO ENFORCE YOUR CONSUMER RIGHTS IN CONNECTION WITH OUR AGREEMENT BEFORE THE COURTS OF YOUR RESIDENT COUNTRY.
READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
These binding arbitration and class action waiver provisions apply to you if you are domiciled in and/or acquired and use the Program in the United States of America. These provisions also apply to you if you are domiciled in and/or acquired and use the Program from outside the United States, but may apply in a different way. See jurisdiction and applicable law (Section 15) below for details.
14. 1 Initial Dispute Resolution. Before you or Meta commence arbitration of a claim, the claimant must provide the other party with a written Notice of Dispute that includes your username, the claimant's name and contact information, a detailed description of the dispute, the specific relief sought, and the claimant's signature. If you send the Notice, it also must include your residence address (and mailing address if different), the email address and mobile phone number you use with your account, and if you are represented by an attorney, a signed statement authorizing Meta to discuss your account and share your confidential account information with your attorney. Any Notice of Dispute you send to Meta should be mailed to Meta Platforms, Inc., ATTN: MPT Arbitration Filing, 1601 Willow Road, Menlo Park, CA 94025 ("Notice Address"). Before Meta commences arbitration, Meta will send you a Notice of Dispute to the email address you use with your account or by other appropriate means. Most concerns are quickly resolved in this manner to our customers' satisfaction. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations which shall be a precondition to either party initiating a lawsuit or arbitration
14.2 Binding Arbitration. If the parties do not reach an agreed upon solution within a period of 30 days from the time informal dispute resolution is pursued pursuant to the paragraph above, then either party may initiate binding arbitration as the sole means to formally resolve claims, subject to the terms set forth below. Specifically, all claims arising out of or relating to this Agreement (including its interpretation, formation, performance and breach), the parties' relationship with each other, and/or your use of the Program, including any and all non-contractual, tort, statutory, or common law claims, shall be finally settled by binding arbitration administered by JAMS in accordance with the provisions of its comprehensive arbitration rules or streamlined arbitrations rules, as appropriate, excluding any rules or procedures governing or permitting class actions. This arbitration provision is made pursuant to a transaction involving interstate commerce, and the Federal Arbitration Act (the "FAA") shall apply to the interpretation, applicability, enforceability and formation of this Agreement notwithstanding any other choice of law provision contained in this Agreement. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of this Agreement, including without limitation any claim that all or any part of this Agreement is void or voidable, or whether a claim is subject to arbitration. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator's award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.
14.3 The JAMS rules governing the arbitration may be accessed at http://www.jamsadr.com/ or by calling JAMS at (800) 352-5267. Your arbitration fees and your share of arbitrator compensation shall be governed by the JAMS Policy on Consumer Arbitrations Pursuant to Pre-Dispute Clauses Minimum Standards of Procedural Fairness , but shall not incorporate the JAMS class action procedures.
14.4 The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.
14.5 Location. Arbitration shall be initiated by remote video hearing or in-person in San Francisco, California, or such other location as required by JAMS Policy on Consumer Arbitrations Pursuant to Pre-Dispute Clauses Minimum Standards of Procedural Fairness. The parties agree to submit to the personal jurisdiction of any federal or state court in San Francisco County, California, in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
14.6 Class Action Waiver. The parties further agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. The parties agree that each may bring claims against the other only in their individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
14.7 Litigation of Intellectual Property and Small Claims Court Claims. Notwithstanding the parties' decision to resolve all disputes through arbitration, either party may bring an action in state or federal court that only asserts claims for patent infringement or invalidity, copyright infringement, moral rights violations, trademark infringement, and/or trade secret misappropriation, but not, for clarity, claims related to the license granted to you for the Program under this Agreement. Either party may also seek relief in a small claims court for disputes or claims within the scope of that court's jurisdiction.
14.8 30-Day Right to Opt Out. You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth in the "binding arbitration," "location," and "class action waiver" paragraphs above by sending written notice of your decision to opt-out to the following address:
Meta Platforms, Inc.
Attn: Onward Opt-out
1601 Willow Road
Menlo Park, CA 94025
The notice must be sent within 30 days of purchasing the Program (or if no purchase was made, then within 30 days of the date on which you first access or use the Program and agree to these terms) unless a longer period is required by applicable law; otherwise you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt-out of these arbitration provisions, we also will not be bound by them.
14.9 Changes to this Section. We will provide 60-days notice of any changes to this Section. Changes will become effective on the 60th day and will apply prospectively only to any claims arising after the 60th day.
15 JURISDICTION AND APPLICABLE LAW
The Program is made available subject to the terms of this Agreement. The following terms govern the appropriate jurisdiction for legal disputes and applicable law.
15.1 Residents of the United States, Mexico, and Canada. Any claims arising out of this Agreement (including interpretation, claims for breach, and all other claims (including consumer protection, unfair competition, and tort claims)) will be subject to the laws of the state of Delaware, without reference to conflict of laws principles. If any court or arbitrator determines that the "class action waiver" paragraph set forth above is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then any and all claims arising out of this Agreement (including interpretation, claims for breach, and all other claims (including consumer protection, unfair competition, and tort claims)) shall be decided under the laws of the state where you were a citizen at the time you obtained or bought the Program that was subject to this Agreement. In addition, you and we irrevocably consent to the exclusive jurisdiction and venue of state or federal courts in San Francisco County, California, to resolve any claims that are subject to exceptions to the arbitration agreement described in binding arbitration and class action waiver above, or otherwise determined not to be arbitrable.
15.2 Residents in the European Union or United Kingdom. The laws of the state of Delaware in the United States govern the interpretation of this Agreement and apply to claims for breach of it, without reference to conflict of laws principles. All other claims, including claims regarding consumer protection laws, unfair competition laws, and in tort, will be subject to the laws of the country in which you acquired and use the Program. In addition, with respect to jurisdiction, you may choose either the courts of the country in which you acquired and use the Program, or another court as applicable under the Brussels Regulation EC 44/2001.
15.3 Residents in Australia, New Zealand, or Japan. The laws of the state of Delaware in the United States govern the interpretation of this Agreement and apply to claims for breach of it, without reference to conflict of laws principles. All other claims, including claims regarding consumer protection laws, unfair competition laws, and in tort, will be subject to the laws of the country in which you acquired and use the Program (being either Australia, New Zealand, or Japan). To the extent permitted by applicable law, you agree to the jurisdiction of the courts of San Francisco County, California.
15.4 Residents in the Rest of the World. If you acquired or use this Program from or in countries other than those listed above, then you do so on your own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable, and you expressly indemnify and hold harmless us from any and all claims, loss, injury, damage, or costs arising from your use of the Program to the fullest extent permitted by applicable law. No warranty or representation is made by us that the Program or any use of the Program outside of the countries listed above complies with any applicable local law. Further your use of the Program and all claims arising out of or related to the Program or this Agreement will, to the extent permitted under applicable law, be subject to the laws of the state of Delaware in the United States, without reference to conflict of laws principles and you consent to the jurisdiction of the courts San Francisco County, California.
15.5 To the extent permitted by applicable law, if any user outside of the United States is entitled to commence and/or participate in legal proceedings within the United States, then that user agrees to be bound by the binding arbitration and class action waiver provisions above.
16 MISCELLANEOUS.
16.1 Subject to any relevant legal obligations regarding the provision of information for any products or services you purchase from us (including the contractual status of such information under relevant consumer laws in place in your country of residence) and to the fullest extent permitted by applicable law, this Agreement is the complete Agreement concerning this license between the parties and supersedes any and all prior Agreements and representations between them with regard to the use of the Program. Unless otherwise stipulated under applicable law, if any provision of this Agreement is held to be unenforceable, the applicable provision shall be reformed only to the extent necessary to make it enforceable and the remaining provisions of this Agreement shall not be affected, except as otherwise expressly provided herein.
17 SUPPLEMENTAL TERMS RESIDENTS OF GERMANY
The following Sections below supersede and replace the corresponding Sections above for residents in Germany.
17.1 Modification of Terms. From time to time, we may need to amend this Agreement, for example to reflect or include new products or services, to enhance security for users or because of changes in the law. If we make such a change to this Agreement we will inform you of the particular changes in advance no later than thirty (30) calendar days before such changes come into force and you shall be deemed to have accepted these changes if you use the Program after the changes have entered into force. In the notification, we will inform you of the applicable notice period and the legal consequences of using the Program after the changes have entered into force. The latest version of this Agreement will always be available on our website, so we recommend that you check for updates to this Agreement each time you use the Program. Changes to the Agreement shall not affect your accrued rights, shall not substantially disrupt the contractual balance between you and us under this Agreement and shall not have retroactive effect.
