The terms and conditions set forth below (this "Agreement") govern your use of the Facebook Platform (as defined below). Facebook, Inc. and/or its corporate affiliates (collectively, "Facebook"or "us") provides the Facebook Platform for your personal use only, and subject to the terms and conditions set forth in this Agreement. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT USE THE FACEBOOK DEVELOPER PLATFORM. BY ACCEPTING THESE TERMS AND CONDITIONS, OR BY USING ANY PORTION OF THE FACEBOOK DEVELOPER PLATFORM, YOU IRREVOCABLY AGREE TO THE TERMS OF THIS AGREEMENT, AND YOU REPRESENT AND WARRANT THAT: (A) YOU ARE OVER THE LEGAL AGE OF MAJORITY IN YOUR STATE OF RESIDENCE AND ANY OTHER APPLICABLE JURISDICTION; AND (B) YOU HAVE ALL AUTHORITY NECESSARY TO BIND YOURSELF (AND, IF YOU ARE EMPLOYED BY OR OTHERWISE REPRESENT ANY COMPANY, YOUR COMPANY) TO THIS AGREEMENT.
Section 1. Definitions
Whenever used in this Agreement with initial letters capitalized, the following terms will have the meanings attributed to them below (and other terms used in this Agreement with initial letters capitalized will have the meanings attributed to them elsewhere in this Agreement). "Data Repository" means any spreadsheet, database, physical document, server, network, or other repository of information, whether centralized or distributed. "Facebook Platform" means a set of APIs and services which enable websites and applications to retrieve data made available by Facebook ("Applications"). The term "Facebook Platform" includes any data, images, text, content, APIs, tools or other information or materials provided by Facebook through or in connection with such APIs and services (collectively, the "Facebook Properties"). "Facebook Platform Documentation" means the technical documentation applicable to Facebook API made available by Facebook from time to time at http://developers.facebook.com. "Facebook Site" means that web site, the primary home page of which is accessible through the URL http://www.facebook.com
Section 2. Conditions of Use
You may use the Facebook Platform only in accordance with the terms and conditions described in this Agreement.
A. Certain General Requirements
1) You may create an Application that interfaces with the Facebook Platform in accordance with the Facebook Platform Documentation. Facebook may modify the Facebook Platform Documentation at any time and from time to time. It is your responsibility to ensure that your Application complies with the then-current Facebook Platform Documentation.
2) You may make calls at any time that the Facebook Platform is available. We may at any time, and over any given period of time, limit the number of calls you may make to the Facebook Platform, or prohibit you from making calls to the Facebook Platform, as we deem appropriate in our sole discretion.
3) You may not continue to use, and must immediately remove from your Application and any Data Repository in your possession or under your control, any Facebook Properties not explicitly identified as being storable indefinitely in the Facebook Platform Documentation by no later than the time at which the session key issued by Facebook during the session in which you retrieved such Facebook Properties expires, or such other time as Facebook may specify to you from time to time.
4) You may store and use indefinitely any Facebook Properties that are explicitly identified as being storable indefinitely in the Facebook Platform Documentation; provided, however, that you may not continue to use, and must immediately remove from your Application and any Data Repository in your possession or under your control, any such Facebook Properties: (a) if Facebook ceases to explicitly identify the same as being storable indefinitely in the Facebook Platform Documentation; (b) upon notice from Facebook; or (c) upon any termination of this Agreement or of your ability to use or participate in the Facebook Platform.
5) You will at all times comply with all applicable laws or regulations, including, without limitation all applicable export control laws and regulations and country-specific economic sanctions implemented by the Office of Foreign Assets Control in connection with your use of the Facebook Platform.
6) You certify that you will not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any Facebook Properties to any country (or national thereof) without obtaining any required prior authorizations from the appropriate government authorities.
7) You will not use the Facebook Platform or your Application: (i) in a manner that infringes, violates or misappropriates any third party's intellectual property rights or other proprietary rights; (ii) to engage in spamming or other advertising or marketing activities that violate any applicable laws, regulations or industry guidelines; (iii) in a way that is otherwise illegal or promotes illegal activities, including without limitation in any manner that might be libelous or defamatory or otherwise malicious or harmful to any person or entity, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation or age; or (iv) in order to impersonate any person or to obtain access to the Facebook Site without authorization. Without limiting your other obligations under this Agreement, with respect to your usage of the Facebook Platform or your Application, you will take commercially reasonable efforts to implement and observe standards of privacy and confidentiality for data related to any user of the Facebook Site that are at least as stringent and user-favorable as the standards set forth in Facebook's privacy policy.
8) You may not interfere or attempt to interfere in any manner with the functionality or proper working of the Facebook Site or the Facebook Platform, or any portion or feature of either.
9) You will provide any information and/or other materials related to your Application reasonably requested by Facebook to verify your compliance with this Agreement. If your Application is available online, you acknowledge and agree that Facebook may crawl or otherwise monitor your Application for the purpose of verifying your compliance with this Agreement, and that you will not seek to block or otherwise interfere with such crawling or monitoring (and that we and/or our affiliates may use technical means to overcome any methods used on your Application to block or interfere with such crawling or monitoring). If your Application is a desktop solution, you agree to furnish a copy of your Application upon request for the purpose of verifying your compliance with this Agreement.
10) You acknowledge and agree that Facebook may include within the Facebook Properties "dummy" information that does not relate to any actual person, without specifically identifying such information, for the purposes of allowing Facebook to monitor compliance with this Agreement.
11) You will not modify or alter any Facebook Property that consists of a graphic image, other than to resize it while maintaining the same relative proportions of the image.
12) If, in our sole discretion, we determine that your Application is unsuitable for the Facebook Platform, we may suspend your access to the Facebook Platform and/or the Facebook Site, or terminate this Agreement, at any time, with or without notice.
B. Display
1) You may display Facebook Properties retrieved through the Facebook Platform in any format you choose, subject to the terms and conditions contained in this Agreement; provided, that you may not in any event display to any user of your Application or any other person any Facebook Properties that such user or person would not properly be able to access through the Facebook Site (for example, and without limitation, you may not display information contained in any Facebook Properties that relates to one user to any other user unless such other user is a Facebook Site "friend" of the first user, is in one of the first user's "networks" as identified on the Facebook Site, or is otherwise able on the Facebook Site to view such information relating to the first user). For the avoidance of doubt, the foregoing will not prohibit you from displaying information to users that you collect entirely independently of the Facebook Platform, even if such information is identical to information contained in Facebook Properties.
2) You may not edit Facebook Properties in any way, except, with respect to Facebook Properties that relate to a specific user, in such manner as that user may approve.
3) You may not remove, obscure, or alter any notice of patent, copyright, trademark or other proprietary right appearing on or contained within the Facebook Platform (which includes, without limitation, any Facebook Properties).
4) You may not store any Facebook Properties in any Data Repository which enables any third party to access or share the Facebook Properties without our prior written consent.
5) You may not sell, resell, lease, redistribute, license, sublicense or transfer all or any portion of the Facebook Properties. If you wish to sell, resell, lease, redistribute, license, sublicense or transfer any Facebook Properties in connection with your Application, you must contact us at [email protected].
Section 3. Fees
We reserve the right to charge a fee for using the Facebook Platform and/or any individual features thereof at any time in our sole discretion. If we do charge a fee for using the Facebook Platform or any feature thereof you do not have any obligation to continue to use the Facebook Platform or the applicable feature. However, if you do: (i) we reserve the right to specify the manner in which you will be charged: and (ii) any and all fees payable by you pursuant to this Agreement are expressed exclusive of all taxes and duties, including Value Added Tax ("VAT") or any similar applicable sales tax. In addition to such fees payable, you will pay any sales, use, value-added or import taxes, customs duties or similar taxes that may be assessed by any state and/or jurisdiction (collectively, "Taxes") that Facebook is legally required to charge on the applicable fees under this Agreement. If requested to do so by Facebook, or as otherwise required by applicable law, you will supply your VAT identification number to Facebook. We may also change the fees or fee structure for the Facebook Platform or any feature thereof, and in such event you will not have any obligation to continue to use the Facebook Platform or such feature.
Any amounts payable by you under this Agreement will be made without set-off or counterclaim or any kind, and without deduction or withholding for, or on account of, any present or future Taxes. If any such deduction or withholding is required, you will: (i) pay such additional amounts as may be necessary in order that the net amount that Facebook receives, after such deduction or withholding (including deduction or withholding with respect to additional amounts) will equal the amount that Facebook would have received if no such deduction or withholding had been required; (ii) make such deduction or withholding; and (iii) pay the full amount deducted or withheld to the relevant taxation authority in accordance with applicable laws and regulations and forthwith after payment furnish Facebook with a receipt evidencing such payment.
Section 4. Ownership
You retain all intellectual property rights you may have in the Applications you create which are based on or utilize the Facebook Platform (subject to Facebook's underlying rights in the Facebook Platform). You hereby irrevocably and unconditionally release and covenant not to sue Facebook, or any of its licensees, assigns or successors, for any and all damages, liabilities, causes of action, judgments, and claims: (i) pertaining to your Applications, or any intellectual property you develop that is based on, uses, or relates to the Facebook Platform; and/or (ii) which otherwise may arise in connection with your use of, reliance on, or reference to the Facebook Platform. Facebook and its applicable licensors retain all intellectual property rights (including all worldwide patent, trademark, copyright, and other proprietary rights) in and to the Facebook Platform and the Facebook Properties, and any derivative works created by or for Facebook pursuant to any Beta program outlined in Section 7 below. ALL RIGHTS NOT EXPRESSLY GRANTED IN THIS AGREEMENT ARE HEREBY RESERVED BY FACEBOOK AND ITS RESPECTIVE LICENSORS.
We disclaim all liability, and you will be solely responsible for, the development, operation, and maintenance of your Application and for all materials that appear on or within your Application. For example, you will be solely responsible for:
- the technical operation of your Application and all related equipment;
- creating and posting information (including Facebook Properties) on your site
- the accuracy and appropriateness of materials available on, through or within your Application;
- ensuring that materials available on, through or within your Application do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights)
- ensuring that materials available on, through or within your Application are not libelous or otherwise illegal;
- ensuring that your Application accurately and adequately discloses, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors' browsers; and
- any of your users' or customers' claims relating to your Application and/or the Facebook Platform.
Section 5. Trademark Usage
1) You may generally publicize your use of the Facebook Platform, however you may not issue or consent to any press release (including to the Internet press, e.g., any blogs) with respect to the Facebook Platform or this Agreement without our prior written consent.
2) You may state that your Application "is compatible with the Facebook Developer Platform".
3) We may make available to you certain small graphic images, trademarks, trade names, service marks or logos owned or licensed by Facebook or its affiliates ("Marks") that you may use in conjunction with the display of the Facebook Properties and for the purpose of indicating that your Application was created using the Facebook Platform. You may not use the Marks in any manner that disparages Facebook, its affiliates or its licensors, or that otherwise dilutes or tarnishes the Mark. Other than your limited right to use the Marks as provided in this Agreement, Facebook and its licensors retain all right, title and interest in and to the Marks, and all goodwill arising out of any use of the Marks by you will inure to the sole benefit of Facebook. You will not at any time now or in the future challenge or assist others to challenge the validity of the Marks, or attempt to register confusingly similar trademarks, trade names, service marks or logos. You agree to follow Facebook's Trademark Guidelines with respect to your use of any Marks as those guidelines may change from time to time. You must immediately discontinue use of any Mark as specified by us at any time in writing. We may modify any Marks provided to you at any time, and upon notice, you will use only the modified Marks and not the old Marks.
4) All trade names, trademarks, service marks, logos, and trade dress on the Facebook Site are either trademarks or registered trademarks of Facebook or its licensors. Other than as specified in this Agreement, you may not copy, imitate or use any registered or unregistered trademark, service mark, trade name, logo, trade dress or other business identifier of Facebook or third parties that advertise on the Facebook Site unless you obtain Facebook's and any applicable third party's prior written consent. The foregoing prohibition includes using any registered or unregistered trademark, service mark, trade name, logo, trade dress or other business identifier of Facebook (e.g. FACEBOOK or FBOOK) or any third parties that advertise on the Facebook Site, or variations or misspellings of any of them, in the name of an Application or in a URL to the left of the top-level domain name (e.g., ".com", ".net", ".uk", etc.) -- for example, URLs such as "facebook.xxx.com", "faacebook.com ", "facexxx.com" or "facebookprofiles.net" are expressly prohibited. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, or state or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement (including by statement or implying that Facebook or any third party that advertises on the Facebook Site supports, sponsors, endorses, or contributes money to you or your business endeavors).
Section 6. Account Identifiers
You may only create one Facebook Platform account per valid www.facebook.com account. Facebook Platform accounts are associated with one or more public key/private key pairs, which you must use to access the Facebook Platform. Examples include an Facebook-issued Access Key ID string (as a public key) and an Facebook-issued Secret Access Key string (as a private key), or an X.509 certificate (as a public key) and its corresponding private key. When you complete the account creation process, you will be issued unique account identifiers, and may add a public key to your account. Account identifiers (i) identify your account and (ii) allow you to make requests to the Facebook Platform. Account identifiers are immutable and will always uniquely identify your Facebook Platform account. Public key/private key pairs are unique to your account and are subject to change. Private keys are for your personal use only and you may not sell, transfer, lease, distribute, sublicense or otherwise disclose your private key to any other party. You may use your public key in the open in requests to the Facebook Platform; however, you are responsible for maintaining the secrecy of your private key. You are fully responsible for all activities that occur under your account identifiers. You should contact Facebook immediately if you believe a third party may be using your private key, or if your private key is otherwise lost or stolen. You are responsible for maintaining up-to-date and accurate information (including without limitation valid contact information) with respect to your Facebook Platform account. Facebook and its affiliates are not responsible for any unauthorized access to, alteration of, or the deletion, destruction, damage, loss or failure to store any data which you submit in connection with your account.
Section 7. Beta Testing
From time to time Facebook may conduct open beta tests (each a "Beta") of new features or versions of the Facebook Platform (each a "Beta Product"). If you choose to register for a Beta, your participation is subject to the following additional terms:
- You understand that the overall design of the Beta Product could change throughout the course of the Beta and that Facebook reserves the right to change or withdraw the Beta Product, discontinue the Beta, revoke your license to the Beta, or release the Beta Product as a final version at any time in its sole discretion.
- You agree to record and report all problems, issues, ideas, feedback and suggestions for enhancements to the Beta Product ("Feedback") to Facebook on a timely basis to the email address that will be provided to you along with the beta testing materials, and during the Beta period, you will not speak to the press (including Internet press, e.g., blogs) regarding the Beta or the Beta Product, without our prior written consent.
- You hereby assign all right title and interest in and to your Feedback to Facebook and/or its affiliates, as applicable, and acknowledge that Facebook and/or its affiliates have the unrestricted right to use and exploit such Feedback in any manner, with or without attribution, and without compensation or any duty to account to you for such use.
- You agree that any Applications you build and release based on the Beta Test Product during the Beta Test will be labeled as "beta".
Section 8. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
THE FACEBOOK DEVELOPER PLATFORM (WHICH INCLUDES, WITHOUT LIMITATION, ANY FACEBOOK PROPERTIES) IS PROVIDED BY FACEBOOK ON AN "AS IS", "AS AVAILABLE", AND "WITH ALL FAULTS, DEFECTS AND ERRORS" BASIS. FACEBOOK MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE FACEBOOK DEVELOPER PLATFORM. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE FACEBOOK DEVELOPER PLATFORM IS AT YOUR SOLE RISK. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, FACEBOOK DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND ANY IMPLIED WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. FACEBOOK DOES NOT WARRANT THAT THE FACEBOOK DEVELOPER PLATFORM IS FREE OF VIRUSES, WORMS, TROJANS, SPYWARE OR OTHER HARMFUL COMPONENTS, OR THAT THEY WILL BE ACCESSIBLE ON A PERMANENT BASIS OR WITHOUT INTERRUPTION.
FACEBOOK WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM YOUR USE OF, OR INABILITY TO USE, THE FACEBOOK DEVELOPER PLATFORM, OR FROM ANY TERMINATION OF THIS AGREEMENT OR YOUR ABILITY TO USE OR PARTICIPATE IN THE FACEBOOK DEVELOPER PLATFORM FOR ANY REASON, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST DATA, BUSINESS OR ANTICIPATED PROFITS, WHETHER OR NOT FACEBOOK WAS AWARE OF OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, AND SO SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU.
THIS LIMITATION OF LIABILITY DOES NOT APPLY TO LIMIT FACEBOOK'S LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT ONLY THAT IT ARISES AS A RESULT OF THE NEGLIGENCE OR WILLFUL MISCONDUCT OF FACEBOOK OR OF ITS EMPLOYEES, AGENTS OR AUTHORIZED REPRESENTATIVES.
Section 9. Indemnification
You will indemnify, and hold harmless Facebook, its customers and users and each of their respective employees, directors and representatives, from and against any and all claims, costs, losses, damages, liabilities, judgments and expenses (including reasonable fees of attorneys and other professionals), arising out of or in connection with any claim, action or proceeding (any and all of which are "Claims") which in any way arise out of or are related to: (i) your use of the Facebook Platform (including, without limitation, any the Facebook Properties); or (ii) your Application, including but not limited to any infringement of any third-party rights; and (iii) your violation of any term or condition of this Agreement. At Facebook's option, you will assume control of the defense and settlement of any Claim subject to indemnification by you (provided that, in such event, Facebook may at any time thereafter elect to take over control of the defense and settlement of any such Claim, and in any event, you may not settle any such Claim without Facebook's prior written consent).
Section 10. Applicable Law; Venue
The laws of the state of California, without regard to its choice of laws principles, will govern this Agreement and any dispute of any sort that might arise between you and Facebook. Any dispute relating in any way to your use of the Facebook Platform will be submitted to confidential arbitration in San Francisco, California, except that in any case, we may seek injunctive or other appropriate relief in any court of competent jurisdiction for any actual or alleged infringement of Facebook's or any third party's intellectual property and/or proprietary rights (and you hereby irrevocably consent to nonexclusive jurisdiction and venue of the state and federal courts of California with respect to any such matters). Arbitration under this Agreement will be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award will be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement will be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise. The parties expressly exclude application of the United Nations Convention for the International Sale of Goods to this Agreement.
Section 11. Termination
You may terminate this Agreement by ceasing to use the Facebook Platform. We reserve the right to terminate this Agreement (and/or your account) or your access to the Facebook Platform or any feature thereof (i) if you breach any term or condition in this Agreement and you do not cure such breach to our satisfaction within ten (10) days after we give you notice of the breach; or (ii) immediately if we determine, in our sole discretion, that any activities related to this Agreement or the Facebook Platform, are or might be the subject of a legal claim or dispute. We further reserve the right to discontinue the Facebook Platform, or any portion or feature thereof for any reason and at any time in our sole discretion. Upon any termination or notice of any discontinuance, you must immediately stop your use of the Facebook Platform, and delete all Facebook Properties in your possession or control (including from your Application and your servers). Sections 4, 6, 8 - 12, any definitions that are necessary to give effect to the foregoing provisions, and any payment obligations will survive any termination of this Agreement and will continue to bind you and us in accordance with their terms.
Section 12. Certain General Provisions
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on the Facebook Site. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO STOP USING THE FACEBOOK DEVELOPER PLATFORM. YOUR CONTINUED USE OF THE FACEBOOK DEVELOPER PLATFORM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE. No modification of this Agreement other than as provided above will be binding on Facebook unless set forth in a writing signed by both parties. If any portion of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect and, upon Facebook's request, the court will construe any invalid or unenforceable portions in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision will be severed from this Agreement and the rest of the Agreement shall remain in full force and effect. The failure by Facebook to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of Facebook to enforce such provision thereafter. This Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and assigns. This Agreement (including the Facebook Site terms of use and privacy policy as incorporated by reference herein), constitutes the entire agreement between you and Facebook regarding the subject matter hereof and supersedes any and all prior or contemporaneous representation, understanding, agreement or communication between you and Facebook, whether written or oral, regarding such subject matter. Each of Facebook's affiliates are express and intended third party beneficiaries of this Agreement and may enforce any of its terms and exercise any of the rights to the same extent as Facebook. Nothing in this Agreement is intended to or does create any type of joint venture, partnership or employer/employee relationship between you and Facebook or its affiliates. This Agreement is in the English language only, which language shall be controlling in all respects, and all versions hereof in any other language shall not be binding on the parties hereto. All communications and notices to be made or given pursuant to this Agreement shall be in the English language.
Section 13. Contact Information
If you have any questions regarding this Agreement or the Facebook Platform, please contact us at [email protected]. If you wish to send us a communication in writing, please send it to Facebook, Inc., 156 University Ave., Suite 300, Palo Alto, CA 94301.