Special Terms and Conditions

Meta Platforms Technologies, LLC Publisher Program
SPECIAL TERMS & CONDITIONS

1. Overview.
   1. Meta Platforms Technologies, LLC ("Company” or “Meta”), operates the www.meta.com Web site. As part of its Web site, Meta offers the Meta Quest Creator Program (the "Program"), through which approved Meta Quest Creators (the “Publishers”) providing marketing services through owned or third party websites and apps, subscription services, promotional services, and/or syndicated services (collectively, the “Services”) are granted a limited, non-exclusive right to: (i) advertise and promote Meta Quest products and services and the Meta web site in a manner in compliance with this Agreement (defined below) and the Publisher Service Agreement between Publisher and Commission Junction LLC. (“CJ”); (ii) post or circulate an approved graphical or textual internet hyper-link (the “Link”) to the Meta web site; and (iii) direct visitors to the web site (the specific URL) designated by Meta (the “Destination Site”). Meta and Publishers are parties to agreements with CJ and are participants in the CJ Network (the “CJ Program”). This Agreement provides terms and conditions applicable to Your membership in the Program that are in addition to any terms and conditions that You have agreed to pursuant to Your Publisher Service Agreement with CJ (“PSA”). Capitalized terms used in this Agreement not otherwise defined herein shall have the same meaning as defined in the PSA, or if not defined in the PSA, as reasonably understood by the nature and context in the PSA and this Agreement. Nothing contained within this Agreement may conflict with the terms and conditions in the PSA; in the case of such conflict, the PSA shall control.
   2. Publishers are offered the opportunity to earn a commission for referring visitors to the Meta web site who complete the Transaction required under the Program on Meta’s Destination Site. The commission rate will be set forth within the CJ Program Term for Meta and may be changed from time to time by Meta with seven (7) days written notice through the Network Meta. Payment of commissions earned by Publisher for valid Meta transactions shall be made by Meta through CJ in accordance with the terms of the CJ Program.
2. Approval.
   1. Participation in the Program is subject to Meta’s approval. Prospective Publishers must first submit an application to Meta through CJ in order to become an approved Publisher eligible to post Links to the Meta Web site and earn commissions. After the application has been submitted, Meta will have the option of approving or declining the application for any reason or no reason.
   2. If approved, the Publisher/You will have already acknowledged acceptance of this Agreement by having clicked through the “Apply To Program” (or otherwise named by CJ) button, having checked the box stating “Yes, I have read and accepted the following terms and conditions”(or as otherwise described by CJ) and having clicked the button to continue, thereby assenting to the Special Terms and Conditions of the Program between Meta and Publisher (also referred to as this “Agreement”). This Agreement shall apply only to approved Publishers who accept the Special Terms and Conditions of the Program and only Publishers who accept this Agreement may participate in the Program.
   3. Other than for the payment of commissions, Publisher shall have no claims to any additional compensation, commissions or business derived by or through a Destination Site.
   4. Participation in the Program does not constitute an employment, broker or agency relationship between Publisher and Meta nor does it create any partnership, joint venture, franchise, or sales representative relationship between the parties.
3. Specific Terms.
   1. All services provided by Publisher shall be provided in compliance with all applicable laws, regulations, and marketing disclosure requirements, including but not limited to any laws governing any individual person with a digital audience identified, recruited, managed, recognized and/or rewarded to participate in marketing, promotional, editorial and or campaign activities including, but not limited to, creating and publishing original content, promoting content through social media outlets like Facebook, Instagram, Twitter, etc.
   2. Publisher’s services, content and/or social media postings will be in strict accordance with any Meta guidelines and/or policies, including but not limited to Meta Brand Guidelines, Partnership Branding Guidelines , and Meta Endorsement Guidelines (attached hereto as “Exhibit A”).
   3. Publisher warrants and represents that content created by Publisher will be the original work and creation of Publisher and will not infringe on the rights (including without limitation, any intellectual property rights) of any third party. Publisher will be liable to Meta for the acts and omissions of Publisher in accordance with this Section. Publisher will indemnify Meta from any liability or expense arising out of (i) Publisher’s failure to comply or (ii) any claim that otherwise arises from any acts or omissions of Publisher in performing the Services.
   4. Publisher will ensure that: (1) all Services are provided in compliance with all applicable laws and regulations including, but not limited to, any laws governing activities as set forth in Section 3(A) above, and disclosure requirements; and (2) all social media postings made pursuant to the Program will comply with any Meta guidelines and/or policies provided to Publisher in writing, including but not limited to Meta’s Endorsement Guidelines.
4. Term and Termination.
   1. The term of this Agreement shall be continuous, unless and until either party properly terminates this Agreement and the relationship, in accordance with the following: (i) Meta shall provide Publisher with seven (7) days written notice via the Network Service (via the “Expire” option), except as provided for in Section 4(B) below; or (ii) Publisher shall use the automated system within the Network Service to expire the affiliation and Publisher shall comply with Sections 4(D)(v) and 4(D)(vi) below.
   2. This Agreement may be terminated immediately by CJ in the event that Publisher: (i) violates the PSA; or (ii) violates this Agreement.
   3. Upon any termination of this Agreement, Meta and Publisher will be released from all obligations and liabilities to the other party occurring or arising after the date of such termination or the transactions contemplated hereby, except with respect to those obligations which by their nature are designed to survive termination or as provided herein, provided that no such termination will relieve Publisher from any liability arising from any breach of this Agreement occurring prior to termination.
   4. Upon termination of this Agreement, (i) Meta’s acceptance of additional referrals obtained through Publisher shall not constitute a continuation or renewal of this Agreement or a waiver of such termination, (ii) Publisher shall be entitled only to those unpaid commissions, if valid, earned by Publisher on or prior to the date of termination, (iii) Publisher shall in no event be entitled to commissions with respect to any amount of valid referrals delivered after the date of termination, (iv) all rights and licensees of Publisher hereunder shall immediately terminate, (v) Publisher shall cease all uses of any trade names, trademarks, service marks, logos and other designations of Meta or the Program, and (vi) Publisher shall remove all Meta links.
5. Additional Terms.
   1. The provisions of this Agreement are severable. If any provision of this Agreement, or the application thereof to any person or circumstance shall be deemed invalid or unenforceable under any applicable law, such invalidity or unenforceability shall not affect the other provisions of this Agreement that can be given effect.
   2. No delay or failure by Meta in exercising any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right.
   3. The rights and remedies of Meta are not mutually exclusive; that is, the exercise of one or more of the provisions hereof shall not preclude the exercise of any other provision hereof.
   4. This Agreement shall be deemed a mutual agreement and shall not be construed and/or interpreted in favor or against either party on the basis of preparation of the Agreement.
   5. By applying to the Program through the Network Service, and by clicking–through the “Apply To Program” (or otherwise named by CJ) button and clicking to continue after checking the box acknowledging Your reading of this Agreement, You execute, accept, enter into, and become a party to this Agreement, effective on the date of such acceptance to this Agreement.
   6. Meta reserves the right to modify the terms and conditions of this Agreement in its sole discretion upon seven (7) days written notice through the Network Service to Publisher. If any modification is unacceptable to Publisher, Publisher’s sole recourse is to terminate this Agreement by expiring the relationship and/or rejecting the new Program Term offered. Publisher’s continued participation in the Program by accepting the newly offered Program Term with new terms and conditions for this Agreement constitutes Publisher’s binding acceptance to the change.
   7. This Agreement (i) is not subject to any guild or other collective bargaining agreement, (ii) will be binding upon and will inure to the benefit of the parties’ successors, and (iii) will be governed by the laws of California (excluding its conflict of laws rules). In the event of a dispute, the parties consent to the exclusive jurisdiction of the state or federal courts located in San Mateo County, California or the Northern District of California.  Publisher consents to such venue and jurisdiction.
   8. Publisher grants permission to Meta to collect Publisher’s personal data in the form of Publisher’s personal details (including Publisher’s name, address etc.) in connection with the Program. Publisher hereby acknowledges that Meta requires, and will process, such data as necessary pursuant to this Agreement. This may include sharing this data with Meta companies and its affiiates. Meta may store Publisher’s data until it is no longer necessary for the purposes for which it has been collected. For more information on the foregoing, including my data rights (such as requests to access, correct or object to certain processing activities) please refer to Meta’s Privacy Policy.
   9. Official notices to Meta should be sent to:
      Meta Platforms, Inc.
      1601 Willow Rd., Menlo Park, CA 94025

BY APPLYING FOR THE META PROGRAM AND CLICKING ON THE ACCEPTANCE BUTTON YOU ARE SIGNIFYING YOUR AGREEMENT TO BE PRESENTLY BOUND BY THE TERMS OF THIS AGREEMENT TO THE SAME EXTENT AS IF YOU HAD PERSONALLY SIGNED THIS AGREEMENT.

EXHIBIT "A"

META ENDORSEMENT GUIDELINES

• In a clear and prominent way. Here are some examples:
  • Videos & Live Conversations: Include it in writing (if written text is not possible, verbally) early on in the video or live conversation, or on a title card. For videos and conversations or streaming (e.g., Twitch or Instagram Live) more than 10 minutes long, or a series of posts (e.g., Snapchat or Instagram Stories) repeat the disclosure periodically throughout.
  • Photos, Images & Graphics: Include it on the item or prominently include it in the post or Tweet near the item.
  • Written Posts: Include it towards the beginning, above-the-fold, before a viewer has to click “read more.” (e.g., on Instagram this is within the first 3 lines). If included with other #, include the disclosure first in the string.
• In a manner so it travels with your content when shared. Refer to branded content tools for Facebook and Instagram on how to tag partners in your post and other information. FYI - using the platform’s tools may not be enough in order to follow these guidelines. For example, if you use Instagram’s tool that indicates a post is done with a brand partner, such indication may not show when sharing such post to Twitter and you may need to add a different disclosure using Twitter.

• Be truthful and accurate.
• If you don’t follow these guidelines, we may ask you to update your content or we may not be able to work with you going forward.

• FTC’s Guides Concerning Use of Endorsements and Testimonials in Advertising
• FTC Endorsement Guidelines FAQs