Update Facebook Commercial Terms

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Author: AmbNum-Bot

Facebook/Commercial Terms.md

@@ -1,4 +1,4 @@
-These terms include a reference to our new [Data Transfer Addendum](https://www.facebook.com/legal/EU_data_transfer_addendum) incorporating standard contractual clauses (replacing the Privacy Shield) effective 31 August 2020.
+We are updating our [Commercial Terms](https://www.facebook.com/legal/commercial_terms/09-27-21) to reflect our updated [EU Data Transfer Addendum](https://www.facebook.com/legal/EU_data_transfer_addendum/update) incorporating new Standard Contractual Clauses. These updates will go into effect on 27 September 2021.
 
 
 
@@ -17,11 +17,11 @@ As more fully described below, if you reside in the United States or your busine
 
     If you are a California resident, you agree to waive California Civil Code Section 1542, which says:  
 
-    A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOUR 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.  
+    A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOUR 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.  
 
-    Our aggregate liability arising out of or relating to any access or use of the Facebook Products, the Terms (for any access or use of the Facebook Products for business or commercial purposes) or these Commercial Terms will not exceed the greater of one hundred US dollars (USD 100) or the amount you have paid us in the past twelve months.
+    Our aggregate liability arising out of or relating to any access or use of the Facebook Products, the Terms (for any access or use of the Facebook Products for business or commercial purposes), or these Commercial Terms will not exceed the greater of one hundred dollars (USD 100) or the amount that you have paid us in the past twelve months.
 5.  **Disputes:**
-    1.  Third-party claims: If anyone brings a claim, cause of action or dispute against us, which is related to your services, actions, content or information on Facebook or other Facebook Products or your use of any Facebook Products, you agree to indemnify and hold us harmless from and against any damages, losses and expenses of any kind (including reasonable legal fees and costs) related to any such claim, cause of action or dispute.  
+    1.  Third-party claims: If anyone brings a claim, cause of action or dispute against us related to your services, actions, content or information on Facebook or other Facebook Products or your use of any Facebook Products, you agree to indemnify and hold us harmless from and against any damages, losses and expenses of any kind (including reasonable legal fees and costs) related to any such claim, cause of action or dispute.  
 
 
     2.  Commercial Claims: Sections 5.c and 5.d below apply to any claim, cause of action or dispute that arises out of or relates to any access or use of the Facebook Products for business or commercial purposes ("**Commercial Claim**") between you and Facebook.  
@@ -32,19 +32,19 @@ As more fully described below, if you reside in the United States or your busine
         1.  You agree to arbitrate Commercial Claims between you and Facebook, Inc. This provision does not cover any commercial claims relating to breaches of your or our intellectual property rights, including, but not limited to, copyright infringement, patent infringement, trademark infringement, breaches of the [Brand Usage Guidelines](https://en.facebookbrand.com/), breaches of your or our confidential information or trade secrets, or efforts to interfere with our Products or engage with our Products in unauthorised ways (for example, automated ways). If a Commercial Claim between you and Facebook, Inc. is not subject to arbitration, you agree that the claim must be resolved exclusively in the US District Court for the Northern District of California or a state court located in San Mateo County, and that you submit to the personal jurisdiction of either of these courts for the purpose of litigating any such claim.  
 
 
-        2.  By entering into this arbitration provision, we and you agree that 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 COMMERCIAL 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 Commercial 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 Commercial Claim (or a request for particular relief) cannot be arbitrated according to the limitations of this Section 5.c, then only that Commercial Claim (or only that request for relief) may be brought in court. All other Commercial Claims (or requests for relief) will remain subject to this Section 5.c. 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: Facebook, Inc. 1601 Willow Rd. Menlo Park, CA 94025, US. 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 Commercial Claim for damages does not exceed USD 75,000 and is non-frivolous (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you do not wish to be bound by this provision (including its waiver of class and representative claims), you must notify us as set forth below within 30 days of the first acceptance date of any version of these Commercial Terms containing an arbitration provision. Your notice to us under this Section 5.c must be submitted to the address here: Facebook, Inc. 1601 Willow Rd. Menlo Park, CA 94025, US. All Commercial 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 pre-empted by federal law. If a commercial claim between you and us is not subject to arbitration, you agree that the claim must be resolved exclusively in the US District Court for the Northern District of California or a state court located in San Mateo County, and that you submit to the personal jurisdiction of either of these courts for the purpose of litigating any such claim.
+        2.  By entering into this arbitration provision, we and you agree that 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 COMMERCIAL 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 Commercial 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 Commercial Claim (or a request for particular relief) cannot be arbitrated according to the limitations of this Section 5.c, then only that Commercial Claim (or only that request for relief) may be brought in court. All other Commercial Claims (or requests for relief) will remain subject to this Section 5.c. 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: Facebook, Inc. 1601 Willow Rd. Menlo Park, CA 94025, US. 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 Commercial Claim for damages does not exceed USD 75,000 and is non-frivolous (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you do not wish to be bound by this provision (including its waiver of class and representative claims), you must notify us as set forth below within 30 days of the first acceptance date of any version of these Commercial Terms containing an arbitration provision. Your notice to us under this Section 5.c must be submitted to the address here: Facebook, Inc. 1601 Willow Rd. Menlo Park, CA 94025, US. All Commercial 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 pre-empted by federal law. If a Commercial Claim between you and us is not subject to arbitration, you agree that the claim must be resolved exclusively in the US 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.
 
 
 
     4.  Commercial Claims outside the United States: If you reside outside the United States or your business is located outside the United States, you agree that:
 
-        1.  Any Commercial Claim between you and Facebook, Inc. must be resolved exclusively in the US 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 Commercial Terms and any such claim, without regard to conflict of law provisions.  
+        1.  Any Commercial Claim between you and Facebook, Inc. must be resolved exclusively in the US 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 Commercial Terms and any such claim, without regard to conflict of law provisions.  
 
 
-        2.  Any Commercial Claim between you and Facebook Ireland Limited must be resolved exclusively in the courts of the Republic of Ireland, that you submit to the personal jurisdiction of the Republic of Ireland for the purpose of litigating any such claim, and the laws of the Republic of Ireland will govern these Commercial Terms and any such claim, without regard to conflict of law provisions.  
+        2.  Any Commercial Claim between you and Facebook Ireland Limited must be resolved exclusively in the courts of the Republic of Ireland, that you submit to the personal jurisdiction of the Republic of Ireland for the purpose of litigating any such claim and the laws of the Republic of Ireland will govern these Commercial Terms and any such claim, without regard to conflict of law provisions.  
 
 
-        3.  Notwithstanding (i) and (ii) above, any Commercial Claim between you and both Facebook, Inc. and Facebook Ireland Limited must be resolved exclusively in the US 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 Commercial Terms and any such claim, without regard to conflict of law provisions.  
+        3.  Notwithstanding (i) and (ii) above, any Commercial Claim between you and both Facebook, Inc. and Facebook Ireland Limited must be resolved exclusively in the US 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 Commercial Terms and any such claim, without regard to conflict of law provisions.  
 
 
         4.  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 Products in unauthorised ways in the country in which you reside that has jurisdiction over the claim.
@@ -75,7 +75,7 @@ As more fully described below, if you reside in the United States or your busine
     7.  You consent that Facebook may disclose your advertising content and Page posts ("**Commercial Content**"), and all information associated with such Commercial Content, including information associated with the delivery of that Commercial Content, in response to valid legal process related to an electoral matter or to a governmental entity or body if Facebook believes that disclosure would assist in a lawful investigation.  
 
 
-    8.  Please note that our retention policies for Commercial Content may differ from those set forth in the Terms. We retain Commercial Content as necessary to provide our services to users, for internal record keeping, and for product improvement and safety purposes.  
+    8.  Please note that our retention policies for Commercial Content may differ from those set forth in the Terms. We retain Commercial Content as necessary to provide our services to users, for internal record keeping and for product improvement and safety purposes.  
 
 
     9.  All of our rights and obligations under these Commercial Terms are freely assignable by us in connection with a merger, acquisition or sale of assets, or by operation of law or otherwise.