BY DOWNLOADING, INSTALLING OR USING META SPARK STUDIO, META SPARK PLAYER, OR ANY OTHER SOFTWARE WE OFFER THAT LINKS TO, OR THAT WE OTHERWISE SPECIFY IS GOVERNED BY, THESE TERMS, ANY PLUG-INS OR ADD-INS WE OFFER TO INTEGRATE THE FOREGOING SOFTWARE WITH THIRD-PARTY PRODUCTS, OR ANY CONTENT OR ASSETS PROVIDED AS PART OF, DISPLAYED BY, OR MADE AVAILABLE THROUGH THE FOREGOING SOFTWARE, INCLUDING WITHOUT LIMITATION VIRTUAL OBJECTS, TEXTURES, TEMPLATES, BLOCKS, SOUNDS, AND OTHER CONTENT (COLLECTIVELY THE “SOFTWARE”) YOU AGREE TO BE BOUND BY AND BECOME A PARTY TO THESE TERMS (“TERMS”) AND, WITH RESPECT TO THE ONLINE SERVICES MADE AVAILABLE THROUGH THE SOFTWARE, THE META SPARK TERMS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND THE META SPARK TERMS, YOU MAY NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE.
You may not use the Software for any purpose other than to create content for use with Meta Company Products. We and our licensors own all right, title and interest, including all intellectual property and other proprietary rights, in and to the Software.
As with any software that integrates with the Meta Platform, your use of the Software is subject to, and you agree to, the Meta Platform Terms and the Meta Terms of Service, which are hereby incorporated by reference as part of these Terms. For example, the permissions granted and the non-exclusive, transferable, sub-licensable, royalty-free, and worldwide license contained in paragraph (3) (“The permissions you give us”) of the Meta Terms of Service shall extend to any content created in or uploaded to the Software. For clarity, the Software is an “SDK” under the Meta Platform Terms. Terms used but not defined herein have the meanings given in the Meta Terms of Service. We may update these Terms from time to time in accordance with the Meta Terms of Service.
The Supplemental Meta Platforms Technologies Terms of Service, Code of Conduct for Virtual Experiences, and Platform Abuse Policy apply to your use of the Software with MPT Products. In that context, Effect Content (as defined in the Meta Spark Terms) will be deemed to be your “Application” for purposes of the Meta Platform Technologies SDK License Agreement and your “Content” for purposes of the Developer Data Use Policy. In the event of any conflict between these Terms and the Meta Platform Technologies SDK License Agreement, these Terms will govern solely with respect to the subject matter herein and solely to the extent of the conflict.
Certain third party software and content included in the Software may be subject to other license terms. Such license terms and any required notices are provided with the Software. The Software and any documentation, content and any other information made available in connection with the Software is NOT A CONTRIBUTION OR FEEDBACK to any open source project or to any third party product, service or project.
How We Will Handle Disputes.
(a) What claims must be arbitrated. Except as provided below, you and Meta agree that any cause of action, legal claim, or dispute between you and Meta arising out of or related to these Terms or the Software (“claim(s)”) must be resolved by arbitration on an individual basis. This arbitration provision is governed by the Federal Arbitration Act. By agreeing to arbitrate, you and Meta expressly waive the rights to sue in court and trial by jury. Our past, present, and future affiliates and agents, as well as any of our successors and assigns, can invoke our rights under this agreement in the event they become involved in a dispute.
(b) What claims won’t be arbitrated. Instead of using arbitration, you or Meta can bring claims in your local “small claims” court, if the rules of that court will allow it. If you don’t bring your claims in small claims court (or if you or we appeal a small claims court judgment to a court of general jurisdiction), then the claims must be resolved by binding, individual arbitration. In addition, only a court may decide claims to enforce your or Meta’s intellectual property rights (like copyrights and trademarks) or resolve issues relating to the scope and enforceability of the arbitration provision or whether subsection (c) (requiring individual arbitration), subsection (d) (requiring pre-arbitration notice of disputes), or subsection (g) (regarding coordinated arbitrations) have been violated. Moreover, nothing in these Terms will preclude you from bringing issues to the attention of federal, state or local agencies and, if the law allows, they can seek relief from us on your behalf.
(c) Arbitration on an individual basis. Class actions and class arbitrations are not permitted. You and Meta may bring a claim only on your own or Meta’s own behalf and cannot seek relief that would affect other Software users. Nor may an arbitrator consolidate arbitrations unless all parties agree. If there is a final judicial determination that the limitations of this paragraph are unenforceable as to a particular claim or a particular request for relief (such as a request for injunctive relief), then that claim or request for relief will be decided by a court after all other claims and requests for relief are arbitrated.
(d) Notice of disputes before arbitration. 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 and 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: Meta Spark Studio Arbitration Filing, 1 Meta Way, 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 Meta account, or by other appropriate means. If you and we are unable to resolve a dispute within 60 days after a fully complete Notice of Dispute is received, you or Meta may commence arbitration, but neither party may commence an arbitration during this 60-day period. If any aspect of the requirements of this subsection have not been met, a court can enjoin the filing or prosecution of arbitrations. Unless prohibited by applicable law, the arbitration provider may not accept or administer the arbitration, nor assess any fees for such an arbitration. If the arbitration already is pending, it must be dismissed.
(e) How arbitration works. The American Arbitration Association (“AAA”) will administer all arbitrations under its Consumer Arbitration Rules, as modified by this arbitration provision. The AAA’s Consumer Arbitration Rules are available at https://www.adr.org or by writing to the Notice Address. If the AAA cannot or will not administer the arbitration in accordance with this arbitration provision, another arbitration provider will be selected by the parties or, if there is no agreement, by the court. The arbitrator will conduct hearings, if any, by teleconference or videoconference, unless the arbitrator determines that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel. The arbitrator may consider rulings in other arbitrations involving other claimants, but an arbitrator’s ruling will not be binding in proceedings involving different claimants. The arbitrator’s decision will be final and binding. Except as provided in subsection (c), the arbitrator can award the same relief that a court can award under applicable law, including sanctions against any represented party or counsel permitted under the AAA rules, Federal Rule of Civil Procedure 11(b), or other applicable federal or state law.
(f) Costs of arbitration. Meta will pay all AAA or arbitrator fees for any arbitration Meta brings. If you are assessed any fees for any arbitration you bring, we will pay those fees on your behalf, so long as you have fully complied with subsections (c), (d), and (g) and your claims seek relief valued less than $75,000. In all cases, the arbitrator may reallocate these fees in accordance with the AAA’s rules regarding frivolous or improper claims or vexatious litigation.
(g) Arbitration of coordinated claims. If 25 or more claimants submit similar Notices of Dispute or file similar arbitrations and are represented by the same or coordinated counsel (regardless of whether the cases are pursued simultaneously), all of the cases must be resolved in staged proceedings. You agree to this process even though it might delay the arbitration of your claim. In the first stage, claimants’ counsel and Meta will each select up to 25 cases (50 cases total) to be filed in arbitration and resolved individually by separate arbitrators. If feasible, arbitrators will be from the respective claimants’ home states. In the meantime, no other cases may be filed or proceed in arbitration. Nor may the AAA accept, administer, or demand payment for fees for other arbitrations. After the first stage is completed, the parties will engage in a single mediation of all remaining cases, and Meta will pay the mediation fee. If the parties cannot agree how to resolve any of the remaining cases after the mediation, the parties will repeat the process of filing up to 50 cases to be resolved individually by different arbitrators, followed by mediation. If any claims remain after the second stage, the process will be repeated until all cases are resolved, with four differences. First, a total of 100 cases may be filed in the third or later stages. Second, the cases will be selected randomly. Third, arbitrators who decided cases in the first two stages may be appointed in later stages if different arbitrators are not available. Fourth, mediation is optional at the election of claimants’ counsel. If this subsection applies to a Notice of Dispute, any statute of limitations or contractual limitations period applicable to the listed claims and requests for relief will be tolled from the time the first cases are selected for bellwether proceedings until the claimant’s Notice of Dispute is selected for a bellwether proceeding, withdrawn, or otherwise resolved. A court will have the authority to enforce this subsection, including the power to enjoin the filing or prosecution of arbitrations or assessment or collection of related fees. If there is a final judicial determination that the staging process in this subsection is not enforceable, then the cases may be filed in arbitration, but the payment of AAA and arbitrator fees will be assessed as arbitrations advance and arbitrators are appointed rather than when the arbitrations are initiated.
(h) How to opt out of arbitration. You can opt out of arbitration within 30 days of the date that you first agreed to these Terms (including any earlier version). If you have previously agreed to arbitration, then you may opt out of any revisions to the arbitration provision within 30 days of receiving notice of those revisions, in which case the prior version of the arbitration provision will apply. To opt out, you must send us your name, username, residence address, email address and phone number you use for your Meta account, and a statement personally signed by you that you want to opt out of this arbitration (or of the revisions to the arbitration provision). That information must be sent to this address: Meta Platforms, Inc. ATTN: Meta Spark Studio Arbitration Opt-out, 1 Meta Way, Menlo Park, CA 94025.
(i) What courts will hear claims. For any claim that is not arbitrated or resolved in small claims court, you agree that it will be resolved exclusively in the U.S. District Court for the Northern District of California or a state court located in San Mateo County. You also agree to submit to the personal jurisdiction of either of these courts for the purpose of litigating any such claim.
(j) What law will apply. Whether a dispute is in court or in arbitration, the laws of the State of California, to the extent not preempted by or inconsistent with federal law, will govern these Terms and any claim, without regard to conflict of law provisions.
THE SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS OF THE SOFTWARE BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE.
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