- Account and Registration
- Intellectual Property
- Compliance with these Terms
- Privacy and Security
- Personal Information
- Data Processing Terms
- Meta ("Meta", " we", "us" or "our") provides an online software platform under the Wit.ai brand (or any successor version of such brand) that enables developers to build and deploy natural language interfaces for products, devices and applications (the "Platform"). If you reside in the European Region (as defined here), "Meta" means Meta Platforms Ireland, Ltd., an Irish limited liability company with its principal place of business at Merrion Road, Dublin 4, D04 X2K5, Ireland. If you reside anywhere else, "Meta" means Meta Platforms, Inc., a Delaware corporation with its principal place of business at 1 Hacker Way, Menlo Park, California 94025, United States.
- These Terms of Service (the "Terms") form a legal agreement between you and Meta governing your access to and use of the "Services". The Services means the website (at https://wit.ai/) (the " Website"), the Platform and/or any application programming interfaces, tools, code, technology, materials, data, and/or content made available by us to you, for the purpose of developing natural language interfaces for use in your product(s), device(s) and/or software application(s) (collectively, "Your Application(s) "). These Terms apply to your use of the Services and do not alter in any way the terms or conditions of any other agreement you may have with Meta for other products, services or otherwise (including the Facebook platform).
- By accepting these Terms, you represent and warrant that (a) to the extent permitted by law, you are not a consumer, (b) you are at least eighteen (18) years old or the legal age of majority in the jurisdiction in which you reside, and (c) if you are using the Services on behalf of an entity, you have the authority to bind such entity to these Terms and you agree on behalf of such entity to be bound by these Terms (and for clarity, all other references to "you" in these Terms refer to such entity). You may not use the Services and may not accept the Terms if you are a person with whom Meta is prohibited from transacting business under applicable law, or you are a person barred from using or receiving the Services from Meta or under the applicable laws of the United States or other countries including the country in which you are resident or from which you use the Services.
- If you fail to comply with these Terms or any other applicable terms or policies, we may suspend or terminate your Wit account and your access to the Services, as described below. If you reside in the United States or your business is located in the United States, these Terms require the resolution of most disputes between you and Meta by binding arbitration on an individual basis; class actions and jury trials are not permitted. Capitalized terms used herein are defined in Section 13 ("Glossary").
Account and Registration
- Account and Registration. You need to use a current account or create a new account in the log-in platform supported by Wit.ai in order to access and use the Services.
- The Services are intended solely for developers who are 18 or older. Any registration for, or use of, the Services by anyone under the age of 18 or the legal age of majority in your jurisdiction, is unauthorized, unlicensed and in violation of these Terms.
- By registering to use the Services, you agree to (a) provide accurate, current and complete account information, and (b) maintain the security of your password, not share your password with any other person and accept all risks of unauthorized access to your account.
- You must be a human. Accounts registered by "bots" or other automated methods are not permitted.
- You are solely responsible for the activity that occurs on your account (including, without limitation, Your Content) provided under or through your account.
- You may never use another developer's account without permission. Your login may only be used by one person and a single login shared by multiple individuals is not permitted.
- Your Wit App. The Platform includes a project repository designed to allow you to access, input, and store data in connection with your natural language interface project ("Your Wit App"). Data contained in Your Wit App may include Your Content and Platform Content. You may choose to set Your Wit App to private (" Private App") or make Your Wit App open to other users ("Open App"). If you choose to use an Open App, you acknowledge and agree that any content you provide in connection with your use of the Platform (including Your Content) will be available to other users of the Platform and expressly authorize the use of such data by other users as permitted by the functionality of the Platform.
- Ownership. As between you and Meta, Meta and/or its affiliates or licensors own all rights, title, and interest in and to the Platform, Platform Content and all derivatives thereof. Meta reserves all rights not expressly granted in this Section 3. As between you and Meta, you and/or your licensors own all rights, title, and interest in and to Your Application(s) and Your Content.
- Our License to You. Subject to the Terms and the restrictions in this Section, we grant you a limited, royalty-free, non-exclusive, non-transferable, non-sublicensable, revocable license to use, access, and integrate Your Application(s) with the Platform and Platform Content, but only to the extent permitted in these Terms and all other applicable terms and policies. You will not sell, rent, lend, transfer, or sublicense the Platform or Platform Content to anyone (or permit a third party to do so). Except as expressly licensed herein or permitted in the Platform documentation, you will not use, access, copy, integrate with, modify, translate, create derivative works of, decompile, reverse engineer, attempt to extract the source code from or otherwise exploit the Platform, Platform Content, or any aspect thereof, except to the extent that applicable law expressly permits despite this limitation. The Meta Companies reserve all rights, title, and interest (including the right to enforce any such rights) not expressly granted in these Terms.
- Your License to Us
- Your Content. You grant us a non-exclusive, transferable, sublicensable, royalty-free, worldwide license to host, use, distribute, modify, run, copy, store, display, translate, analyze, and create derivative works from Your Content, including any intellectual property rights contained therein, for any business purpose in connection with operating, providing or improving the Services. Your Content may include "utterances" (example phrases), "intents" (queries or desired actions that the speaker of the utterance would like Your Application(s) to perform), and "entities" (values or meaningful pieces of information associated with intents). For more information on utterances, intents, and entities, please see the Platform documentation. This license is irrevocable and remains in effect even if you stop using the Services. Without limitation, your license to us includes the right to use, modify, copy, store, translate, analyze, and/or create derivative works from Your Content to operate, provide, and improve the Services and automatic speech recognition models developed by the Meta Companies , to disclose Your Content as may be required by law, and to analyze Your Content (including to make sure you're complying with these Terms and all other applicable terms and policies).
- Your Name, Trademarks, and Logos. You grant us a non-exclusive, transferable, sublicensable, royalty-free, worldwide license to use your name, trademarks, logos, and incidental depictions (including screenshots and other content from Your Application(s)) for marketing and promotional purposes, in connection with your use of our Services, in all formats and media. This license is irrevocable and remains in effect for existing materials and instances even if you stop using the Services.
- Feedback. If you provide comments, suggestions, recommendations, or other feedback about our Services or any other Meta or affiliate product or service, we (and our affiliates and those we allow) may use such information for any purposes without obligation to you.
- Aggregate and De-Identified Data. Subject to the license in Section 3.3.1, you acknowledge and agree that Meta has the right to use, copy, store, adapt, analyze, disclose and/or create derivative works from Your Content and any analytics, statistics or other data related to or derived from Your Content and/or your use of the Services, for any purpose provided that such data is in aggregate or de-identified form (" Aggregate and De-Identified Data"). Meta will exclusively own all right, title, and interest in and to Aggregate and De-Identified Data and other output data generated by the Platform. Notwithstanding anything to the contrary, if you have any ownership interest in any Aggregate and De-Identified Data or output data, you assign to Meta all such right, title, and interest in and to such Aggregate and De-Identified Data.
- Third-Party Materials. Our Platform 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.
- Brand Attribution. These Terms do not grant you or any third party any rights, title or interest in or to our trade names, trademarks, service marks, logos, domain names, and other distinctive brand features (collectively, " Brand Features"). You agree to display any brand attribution that we may require as described in the Platform documentation, including (where applicable) displaying "Powered by Wit" and a link to the Website on any of Your Application(s) connected to the Platform. Meta grants to you a limited, revocable, nontransferable, nonsublicenseable, non-exclusive license during the term of this Terms to display our Brand Features solely for the purpose of promoting or advertising that you use our Services. You must only use the Brand Features in accordance with these Terms and our brand guidelines . You will not make any statement regarding the Services or Your Application(s) which suggests partnership with, sponsorship by, or endorsement by Meta or any of its employees, contractors, contributors, licensors, affiliates, or partners without our prior written permission.
- Protecting the Rights of Others
- You will not provide or promote content in Your Application(s) that infringes upon or otherwise violates the rights of any person or third party. You will remain responsible for, and Meta assumes no responsibility or liability for, the content provided through the Services, including Your Content.
- You will obtain (and represent and warrant that you own or have secured) all rights necessary from all applicable rights holders to (1) grant the licenses, rights, and permissions in these Terms (including those in Section 3.3 ("Your License to Us")); (2) display, distribute, and deliver all information, data, and other content in Your Application(s); and (3) otherwise operate Your Application(s). This includes satisfying all licensing, reporting, and payout obligations to third parties.
- If Your Application(s) contain(s) content submitted or provided by End Users or other third parties, you must comply with all applicable laws and regulations to respond to notices of infringing or other unlawful content, including but not limited to the United States Digital Millennium Copyright Act.
- You will not perform, or facilitate or support others in performing, any of the following prohibited practices:
- Misrepresenting or masking either your identity or Your Application(s)'s identity when using the Services.
- Attempting to circumvent any limitations documented with the Services.
- Using the Services in connection with any application that is targeted to children under the age of thirteen (13).
- Performing an action with the intent of introducing to the Services, or the application or products or any third party, any viruses, worms, defects, Trojan horses, malware or any items of a destructive nature.
- Using the Services in a manner that could cause harm, damage, or loss to any individual, or otherwise harm, defame, abuse, harass, stalk or threaten any individual or allow or encourage any third party to do so.
- Altering, restricting, or interfering with the normal operation or functionality of the Services, including disabling, circumventing or avoiding any security device, mechanism, protocol or procedure.
Compliance with these Terms
- You will ensure that Your Application(s) is compliant with these Terms and all other applicable policies. We, or third-party professionals working at our direction (including auditors, attorneys, consultants, and/or computer forensics analysts), may review Your Application(s) for such compliance from time to time, in our sole discretion, and may conduct regular monitoring of Your Application(s) and your use of the Services and Platform Content using technical and operational measures to ensure compliance with these Terms and all other applicable terms and policies. You will cooperate with our reviews and provide any information we request. We may verify information you provide to us during any such reviews or otherwise in your account, which you will update to keep it complete and accurate.
- Our communications to you and our Services may contain Meta confidential information, which includes information that is marked confidential or that would normally be considered confidential under the circumstances. If you receive any such information, you will not disclose it to any third party without our prior written consent. Meta confidential information does not include information that you independently developed, that was rightfully given to you by a third party without a confidentiality obligation with regard to such information, or that becomes public through no fault of your own. You may disclose Meta confidential information when compelled to do so by law if you provide us reasonable prior notice, unless a court order or applicable law prohibits such notice.
Privacy and Security
- Compliance with law. You are responsible for the data collected by Your Application(s) and provided to Meta through the Services, including End User Data, and agree to comply with all applicable privacy and data protection laws as well as these Terms and all other applicable policies. You represent and warrant that you have (a) provided robust and sufficiently prominent notice to End Users regarding data processing that includes, at a minimum, that third parties, including Meta and its affiliates, may collect or receive End User Data from Your Application(s), (b) obtained any permissions/consents from End Usersfor you and Meta to process End User Data for the purpose of transcribing end users' recorded speech into text and operating, providing, and improving the Services, and, as required by applicable law, (c) and/or established any appropriate legal basis for use or other processing of End User Data as contemplated by these Terms.
- Jurisdiction-Specific Terms. Depending on the nature of End User Data provided to Meta through the Services, the following jurisdiction-specific terms may also apply.
- For the purposes of national and local data protection laws that distinguish between Controllers/Businesses and Processors/Service Providers, you acknowledge and agree that you are a Controller of End User Data and you have instructed Meta to Process such End User Data on your behalf as your Processor/Service Provider pursuant to these Terms. Such instructions include Processing End User Data in accordance with these Terms, including for the purposes of operating, providing, and improving the Services. You shall be solely responsible for your own compliance with the obligations that apply to you as a Controller/Business under national and local data protection laws.
- To the extent that End User Data contains Personal Information which you Process that is subject to the GDPR, the Data Processing Terms are expressly incorporated herein and apply between you and Meta together with these Terms.
- To the extent that End User Data contains Personal Information which you Process that is subject to the Brazilian Data Protection Law ("LGPD") or the Philippines Data Privacy Act of 2012 (" PDPA"), the Data Processing Terms are expressly incorporated herein and apply between you and Meta together with these Terms. Any references to the GDPR in the Data Processing Terms shall be interpreted as a reference to the LGPD or PDPA (as applicable) and any references to specific provisions of the GDPR shall be interpreted as references to the relevant provisions of the LGPD or PDPA (as applicable).
- To the extent that End User Data contains Personal Information which you Process that is subject to the California Consumer Privacy Act, Connecticut Data Privacy Act, Colorado Privacy Act, Utah Consumer Privacy Act, Virginia Consumer Data Protection Act, or similar U.S. state privacy laws that require recipients of Personal Information to comply with one or more of the below contractual commitments (collectively, “USA Privacy Laws”) we will, with respect to such Personal Information (“USA End User Data”):
- Process USA End User Data as a Service Provider or Processor on your behalf for one or more Business Purposes as described in these Terms or as otherwise permitted by the USA Privacy Laws;
- Not retain, use, or disclose USA End User Data other than for the specific Business Purposes, including retaining, using, or disclosing such End User Data for a Commercial Purpose other than performing the Business Purposes described in these Terms. You shall be solely responsible for your own compliance with the obligations that apply to you as a Business or Controller under USA Privacy Laws;
- Not Sell or Share USA End User Data;
- Except to perform a Business Purpose or as otherwise permitted by USA Privacy Laws, not combine USA End User Data received pursuant to the Terms with Personal Information received from or on behalf of another person or collected from our own interactions with the End User;
- Notify you if we can no longer meet our obligations under the provisions of this Section 7 related to USA Privacy Laws;
- Ensure that our personnel that process USA End User Data are subject to a duty of confidentiality with respect to such data;
- Delete or deidentify USA End User Data as soon as reasonably possible upon termination of the Terms (including on deletion of your Wit account), unless retention is required by law;
- Make available upon reasonable request information necessary for you to demonstrate compliance with USA Privacy Laws; and
- Subject any subcontractor that we use to process USA End User Data to a written agreement that imposes obligations on the subcontractor no less onerous than as are imposed on us under Section 7 that pertain to USA Privacy Laws. You hereby authorise us to engage other Meta Companies as our subcontractors. We shall notify you of any additional contractors in advance. If you reasonably object to such additional subcontractors, you may inform Meta in writing of the reasons for your objections. If you object to such additional subcontractors, you should stop using the Services and stop providing Data to Meta.
- Termination. The term of these Terms will begin on the date on which you click accept, download, or use the Services or any of its components and will continue until terminated as set forth in these Terms. To the extent permitted under applicable law, Meta reserves the right to terminate these Terms with you, or to discontinue or suspend the Services or any portion or feature or your access thereto, for any reason or no reason and at any time without liability or other obligation to you. Without limiting the generality of the foregoing, we may take enforcement action against you or Your Application(s) if we believe, in our sole discretion, that:
- You or Your Application(s) have violated or may have violated these Terms or any other applicable policies or are negatively impacting the Services or other users of the Services;
- It is needed to comply with applicable laws or regulations or otherwise required or requested by a court order or governmental authority; or
- It is needed to protect the Meta Companies from legal or regulatory liability.
- Effect of Termination. Upon termination of the Terms, you will immediately stop accessing, using and otherwise making available Platform Content and destroy or return any cached or stored content, software, or other materials obtained through the Services.
- Surviving Provisions. When the Terms come to an end, those terms that by their nature are intended to continue indefinitely will continue to apply, including, but not limited to, Section 3 (Intellectual Property), Section 6 (Confidentiality), Section 7 (Privacy and Security), Section 9 (Termination), Section 10 (Liability), Section 11 (Disputes) and Section 12 (General).
- Indemnification. Unless prohibited by applicable law, you will indemnify and (at Meta's option), defend Meta, its affiliates, subsidiaries, agents, licensors, contributors, directors, officers, employees, suppliers, and distributors (collectively, " Meta Parties") against all liabilities, damages, losses, costs, fines and penalties, fees (including legal fees), and expenses relating to any allegation or third-party legal proceeding arising from: (1) your use of the Services, or any negligence or misconduct by you, or your employees, agents, vendors, or contractors (collectively " Developer Parties"); (2) any Developer Parties' violation of the Terms, or any applicable law and regulation; (3) Your Application(s); or (4) Your Content (including End User Data).
- WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY SET OUT IN THE TERMS, THE SERVICES ARE PROVIDED "AS IS" WITHOUT ANY SPECIFIC PROMISES OR WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY COMMITMENTS ABOUT THE CONTENT ACCESSED THROUGH THE SERVICES, THE SPECIFIC FUNCTIONS OF THE SERVICES OR OUR PLATFORM, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE META PARTIES HEREBY DISCLAIM ANY IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO YOU MAY HAVE ADDITIONAL RIGHTS.
- LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE META PARTIES WILL NOT BE RESPONSIBLE FOR LOST PROFITS, BUSINESS OR GOODWILL, REVENUES, OR DATA; FINANCIAL LOSSES; OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) ARISING AS A RESULT OF THIS AGREEMENT, USE OF THE SERVICES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT YOUR REMEDIES UNDER THIS AGREEMENT ARE LIMITED SOLELY TO THE RIGHT TO COLLECT MONEY DAMAGES, IF ANY, AND YOU HEREBY WAIVE YOUR RIGHT TO SEEK INJUNCTIVE RELIEF OR OTHER EQUITABLE RELIEF. IF YOU ARE A CALIFORNIA RESIDENT, YOU AGREE TO WAIVE CALIFORNIA CIVIL CODE § 1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE CUMULATIVE, AGGREGATE LIABILITY OF META PARTIES, FOR ANY CLAIM UNDER THE AGREEMENT SHALL NOT EXCEED THE GREATER OF ONE HUNDRED US DOLLARS ($100) OR THE AMOUNT YOU HAVE PAID US FOR THE SERVICES IN THE PAST TWELVE MONTHS. IN ALL CASES, META PARTIES WILL NOT BE LIABLE FOR ANY EXPENSE, LOSS, OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE. THE LAWS OF SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN TYPES OF DAMAGES, SO SOME OR ALL OF THE LIMITATIONS OF LIABILITY IN THIS SECTION MAY NOT APPLY TO YOU.
- U.S. Claims. If you reside in the United States or your business is located in the United States:
- You agree to arbitrate any claim, cause of action or dispute between you and Meta Platforms, Inc. (including our past, present, and future affiliates and agents) that arises out of or relates to any access or use of the Services. 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 the brand guidelines, 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).
- 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 11.1, 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 11.1.
- 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 commercial 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 arbitration provision, you must notify us within 30 days of the first date that you accepted any version of these Terms containing an arbitration provision. Your notice to us must be submitted to this address: Meta Platforms, Inc., ATTN: Wit.ai Terms Arbitration Opt-Out, 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.
- Claims outside the United States. If you reside outside the United States or your business is located outside the United States, you agree that:
- Any claim, cause of action, or dispute between you and Meta Platforms, Inc. that arises out of or relates to any access or use of the Services 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.
- Any claim between you and Meta Platforms Ireland, Ltd. 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.
- Notwithstanding (i) and (ii) above, any claim between you and both Meta Platforms, Inc. and Meta Platforms, Ireland Ltd. 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.
- If any of the foregoing forum provisions are unenforceable under applicable law, any claim related to the Services may be resolved in a court located in your jurisdiction of residence and the laws of that jurisdiction may apply to such claim.
- 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.
- Severability. Except as otherwise provided in Section 11, if any provision of this dispute resolution provision is found unenforceable, that provision will be severed and the balance of the dispute resolution provision will remain in full force and effect.
- We may need to update the Terms from time to time, including to accurately reflect the access or uses of our Services, and so we encourage you to check the Terms regularly. By continuing to access or use our Services after any notice of an update to these Terms, you agree to be bound by them. Any updates to the Disputes section of these Terms will apply only to disputes that arise after notice of the update takes place. If you do not agree to the updated terms, please stop all access or use of our Services. You cannot sidestep your compliance obligations under an updated version of the Terms by developing against an older release of the Services or relying on the older Terms and all updates to Your Application(s) are subject to the modified Terms.
- We may change, suspend, or discontinue the availability of the Services at any time. In addition, we may impose limits on certain features and services or restrict your access to parts or all of our Services without notice or liability. If we elect to provide you with support or modifications for the Services, we may discontinue either at any time without notice to you.
- You and Meta are independent contractors with regard to each other. The Agreement does not create any third-party beneficiary rights or any agency, partnership, employment, or joint venture.
- If you do not comply with these Terms, and Meta does not take action right away or does not enforce any provision of these Terms, this inaction or lack of enforcement will not act as a waiver by Meta of any rights that it may have (such as taking action in the future) or in any way affect the validity of these Terms or parts thereof.
- If a particular provision of these Terms is deemed unenforceable, it will be deemed modified to the minimum extent necessary to render it enforceable and most nearly reflect the intent of the original provision, and all other provisions in these Terms shall remain in full force and effect.
- You may not assign or delegate these Terms or any obligations under these Terms without our advance written consent. Any such prohibited attempted assignment will be void. Meta may assign or delegate these Terms and any of its rights or obligations under these Terms without your consent or notice to you. These Terms shall bind the parties and their respective heirs, successors, and permitted assigns.
- The Agreement is the entire agreement between you and Meta relating to its subject and supersedes any prior or contemporaneous agreements on that subject.
- After you agree to these Terms, any written notice, request, or communications from us to you may be provided via email or mail (for example, to the email address or mailing address in your account with us) or via notifications within the Platform (for example, in your account with us). You will keep your contact information current, including name, business name, and email.
- We do not guarantee that the Services will always be free.
- "Aggregate and De-Identified Data" has the meaning given in Section 3.4 ("Aggregate and De-Identified Data").
- "Brand Features" has the meaning given in Section 3.6 ("Brand Attribution").
- "End User" means an end user of Your Application(s).
- "End User Data" means any data, information or content that is about or associated with an End User (including an End User's device) and which is collected or processed through the Platform, including Personal Information relating to an End User.
- "European Region" has the meaning given here.
- "Personal Information" means any information, whether true or not, relating to an identified or identifiable natural person who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, financial, cultural or social identity of that natural person.
- "Platform" has the meaning given in Section 1.1 ("Introduction").
- "Platform Content" means any information, data and other content (such as "utterances", "intents" and "entities") you obtain from us through the Services, whether directly or indirectly, including data anonymized, aggregated, or derived from such data.
- "Services" has the meaning given in Section 1.2 ("Introduction").
- "Website" has the meaning given in Section 1.2 ("Introduction").
- "Your Application(s)" has the meaning given in Section 1.2 ("Introduction").
- "Your Content" means any information, data and other content you create, provide or otherwise make available to us through the Services. "Your Content" includes "utterances", "intents" and "entities" and may include End User Data.
- "Your Wit App" has the meaning given in Section 2.2 ("Your Wit App").
- "GDPR", " Controller", " Processor", and " Process" have the meanings set out in the Data Processing Terms.
- "Business", " Commercial Purposes", " Sale", and " Service Provider" have the meanings given in the US Privacy Laws.
- "Business Purpose" is to provide a natural language processing service which includes the following processing activities: to record transmit and transcribe speech data for purposes of providing the Service, to return annotated speech or text data for the purposes of natural language processing, and to use speech and text data for the purposes of operating, providing and improving the Services.
Data Processing Terms
You acknowledge that your use of the Services may involve sending Personal Data (as defined below) to Meta. To the extent that we Process such data as your Processor (as defined below) under the GDPR, these Data Processing Terms apply in addition to the Terms of Service (" Terms"). Capitalized terms used but not defined in these Data Processing Terms have the meanings given in the Terms.
Meta and you agree to the following:
- For the purposes of these Data Processing Terms, the following terms have the meanings set out below:
- "Controller", " Processor", " Data Subject", " Personal Data", " Personal Data Breach" and " Processing" shall have the same meanings as in the GDPR, and " Processed" and " Process" shall be construed in accordance with the definition of " Processing".
- "Data" means Personal Data controlled by you which is Processed by Meta as a Processor in connection with its provision of the Services, including without limitation as described in Annex A.
- "GDPR" means, as applicable, (i) the General Data Protection Regulation (Regulation (EU) 2016/679) (“EU GDPR”) and (ii) UK GDPR as defined in the UK's Data Protection Act 2018 (“UK GDPR”).
- "Terms" collectively these Data Processing Terms and the Terms.
Data Processing Terms
- The terms of these Data Processing Terms shall apply only where and to the extent that Data Processed by Meta as a Processor is subject to the GDPR.
- Meta shall:
- only Process Data in accordance with the Terms, including without limitation for the purposes described in Annex A;
- implement appropriate technical and organisational measures to protect the Data;
- assist you by appropriate technical and organisational measures insofar as this is possible (taking into account the nature of the processing) to enable you to fulfil any obligations to respond to requests for the exercise of Data Subject rights by a Data Subject under the GDPR;
- assist you in ensuring compliance with your obligations pursuant to Articles 32 to 36 of the GDPR, taking into account the nature of the processing and the information available to Meta;
- on termination of the Terms (including on deletion of your Wit account), delete the Data as soon as reasonably practicable, and within a maximum period of 90 days, unless EU, EU Member State, or UK law requires further storage;
- make available to you all information that is reasonably necessary to demonstrate Meta's compliance with its legal obligations as a Processor under Article 28 of the GDPR; and
- upon your reasonable written request, and subject to the confidentiality obligations set out in the Terms, Meta shall make available to you no more than once in any 12 month period, information regarding Meta's compliance with Meta's data processing obligations under the Terms in the form of such third-party certifications and/or audit reports as Meta may deem appropriate to be carried out as part of Meta's own internal audit programs.
- You agree that Meta may subcontract its data processing obligations under these Data Processing Terms to a sub-processor, but only by way of a written agreement with the sub-processor, which imposes obligations on the sub-processor no less onerous than as are imposed on Meta under these Data Processing Terms. Where the sub-processor fails to fulfil such obligations, Meta shall remain fully liable to you for the performance of that sub-processor's obligations. You hereby authorize Meta to engage other Meta Companies as its sub-processor(s). Meta shall notify you of any additional sub-processor(s) in advance. If you reasonably object to such additional sub-processor(s), you may inform Meta in writing of the reasons for your objections. If you object to such additional sub-processor(s), you should stop using the Services and providing Data to Meta.
- Meta shall notify you without undue delay of the discovery by Meta of any actual or suspected Personal Data Breach involving the Data. Such notice shall include, at the time of notification or as soon as possible after notification, details of the nature of the breach and number of records affected, the category and approximate number of affected Data Subjects, anticipated consequences of the breach and any actual or proposed remedies for mitigating the possible adverse effects of the breach.
- Where Meta Platforms Ireland, Ltd. is your contracting entity, the Meta EU Data Transfer Addendum applies and is incorporated by reference into these Data Processing Terms.
- If you are located in the United Kingdom and Meta Platforms, Inc. is your contracting entity, the Meta UK Data Transfer Addendum , which is incorporated by references into these Data Processing Terms, applies with respect to your transfer of Personal Information to Meta Platforms, Inc.. To the extent Meta Platforms Ireland Limited would otherwise on 25 April 2023 still be your Processor for any Data pursuant to your prior instructions under the Terms, you instruct Meta Platforms Ireland Limited to transfer any such Data to Meta Platforms, Inc. with effect from that date, with Meta Platforms, Inc. then taking on all Meta Platform Ireland Limited's Processor responsibilities in relation to such Data.
- In the event of any conflict, these Data Processing Terms shall take precedence over the Terms.
- These Data Processing Terms, in conjunction with the Terms, constitute the entire understanding and agreement between you and Meta with respect to its subject matter.
- These Data Processing Terms shall automatically terminate upon the termination or expiration of the Terms.
Data Processing Description
This Annex A forms part of the Data Processing Terms and describes the processing that Meta will perform on your behalf.
- Categories of Data
The Data to be processed concern the following categories of Personal Data (please specify):
- Special Categories of Data
The Data transferred concern the following special categories of Personal Data (please specify):
- Data subjects
The Data to be processed concern the following categories of Data Subjects (please specify):
- Processing activities
The Data will be subject to the following basic processing activities as part of providing the Services:
To record, transmit, and transcribe speech data for purposes of providing the Service;
To return annotated speech or text data for the purposes of natural language processing;
To use speech and text data for the purposes of operating, providing and improving the Services.
Meta shall Process the Data: