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Pinterest Advertising Services Agreement
This Pinterest Advertising Services Agreement ("Agreement") is entered into between Pinterest Europe Limited (registered company number 536944) whose address is 2nd Floor, Palmerston House, Fenian Street, Dublin 2, Ireland on behalf of itself and its affiliates ("Pinterest") and the entity accepting this Agreement ("Signatory"), and governs Signatory's access to and use of the Pinterest advertising service (the "Ad Service"). When Signatory uses the Ad Service on its own behalf it is an "Advertiser." When Signatory uses the Ad Service on behalf of a third party, Signatory is an "Agency" and that third party is an "Advertiser." The parties agree as follows:
1. The Ad Service.
(a) Advertiser authorises Pinterest to place the advertisements, related technology and any other content that Advertiser provides in connection with the Ad Service ("Ad Content") on any Pinterest or third party product or property made available in connection with the Ad Service ("Ad Service Properties"). Advertiser is solely responsible for (i) Ad Content, (ii) any website, application or other destination to which Ad Content directs users ("Destinations"), (iii) services and products offered on Ad Content and Destinations ("Advertiser Products"), and (iv) its use of the Ad Service (e.g. bidding and targeting decisions).
(b) Advertiser grants Pinterest and its users a non-exclusive, royalty-free, transferable, sub-licensable, worldwide licence to use, store, display, reproduce, modify, create derivative works, perform, and distribute Ad Content on the Ad Service Properties. Nothing in this Agreement will restrict other legal rights Pinterest may have to Ad Content (for example, under other licences).
To put it simply, Advertiser gives Pinterest permission to use the Ad Content on the Ad Service Properties, and Pinners can save and resave that Ad Content on Pinterest throughout the world.
(c) Advertiser represents and warrants that (i) it has all necessary rights to grant the licences in Section 2(b), (ii) the Ad Content will not violate any applicable law or regulation, or infringe any third party intellectual property rights, and (iii) it has the necessary authority to enter into this Agreement. Advertiser will comply with all laws applicable to Advertiser's use of the Ad Service and the Ad Content, Destinations, and Advertiser Products.
(d) If Advertiser collects data (including personal data) from end users that is used with an Ad Service feature (for example, conversion tracking), Advertiser must provide clear notice to each end user and obtain any legally-required consent from each user for the collection, sharing and use of that data by Advertiser and Pinterest. If Advertiser uses Pinterest technology that stores and accesses cookies or other information on an end user's device, Advertiser must clearly disclose and obtain end user consent for that activity where required by law. Advertiser will ensure that any personal data obtained from end users is processed and transferred in compliance with applicable data protection laws and regulations, and will follow all reasonable directions from Pinterest related to such compliance.
(e) Pinterest and Advertiser will each comply with the Pinterest Data Sharing Addendum attached as Exhibit A and the Ad Data Terms located at policy.pinterest.com/ad-data-terms.
(f) Agency represents and warrants that it: (i) is the authorised agent of Advertiser, and (ii) has the legal authority to enter into the Agreement, bind Advertiser under this Agreement, and use the Ad Service, each on behalf of Advertiser. Agency will be liable for Advertiser's obligations under this Agreement to the extent Agency: (i) fails to bind Advertiser to this Agreement, or (ii) breaches its representations and warranties in this Section 1(f). Pinterest may share information about Agency's use of the Ad Service on behalf of an Advertiser with that Advertiser.
(g) Agency and Advertiser each represents and warrants that it is not named on the Specially Designated Nationals and Blocked Persons List or other sanctions lists administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury or otherwise subject to U.S. sanctions, and that its use of the Ad Service will not cause Pinterest to violate any U.S. sanctions program.
(h) For clarity, Pinterest's Business Terms of Service (business.pinterest.com/business-terms-service), along with any additional terms between Advertiser and Pinterest, govern Advertiser's use of any Pinterest website, product or service other than the Advertising Service.
2. Policies.
Advertiser's use of the Ad Service is subject to the Ad Service policies made available to Advertiser ("Policies"), including Pinterest's Community guidelines (policy.pinterest.com/en-gb/community-guidelines), Advertising Guidelines (policy.pinterest.com/en-gb/advertising-guidelines), and Brand Guidelines (business.pinterest.com/en-gb/brand-guidelines). Pinterest may modify Policies from time to time. A violation of any of the Policies constitutes grounds for termination of advertiser accounts or rejection of Ad Content. Advertiser authorises Pinterest to review any Destination, including by automated means, to provide the Ad Service and to determine compliance with Policies. Advertiser will not, and will not authorise any third party to (i) generate automated, fraudulent or otherwise invalid impressions, clicks, or other user actions, or (ii) use any automated means or form of scraping or data extraction to access information relating to the Ad Service, except as expressly permitted by Pinterest. Advertiser acknowledges that Pinterest has the right, but not the obligation to monitor Ad Content. Pinterest may reject or remove Ad Content (i) where it reasonably suspects or becomes aware such Ad Content infringes any (a) applicable laws, regulations or third party rights, or (b) Policies, or (ii) for any reason. In addition, Pinterest may (i) suspend or terminate Advertiser's participation in the Ad Service if it believes in good faith that Advertiser is in breach of this Agreement or Policies and (ii) modify or cancel the Ad Service at any time. Advertiser will not break or circumvent an Ad Service security measure or provide Ad Content that contains malware or other malicious code.
(a) General. Advertiser will pay all charges incurred in connection with the Ad Service based on the applicable billing metric (e.g. impressions, engagements, clicks or other metrics) ("Charges"). Charges will be based solely on Pinterest's measurements and are exclusive of indirect taxes. Pinterest will add indirect taxes to the Charges, where applicable. Advertiser will be liable for all applicable indirect taxes and other government charges including, without limitation, any VAT (or other equivalent tax) payable in respect of the Charges. Advertiser will provide Pinterest promptly on demand with its VAT registration number (or other equivalent tax and/or business number) and such other information as Pinterest reasonably requires to issue a valid VAT invoice. To the maximum extent permitted by law, Advertiser waives all claims related to Charges not disputed in writing 60 days after the applicable invoice or credit card charge. Pinterest may extend, revise or revoke credit and invoice billing to Advertiser at any time in its sole discretion.
(b) Payment. If Advertiser submits its credit card information for payment, Advertiser authorises Pinterest to obtain pre-authorisation and charge Advertiser's credit card for Charges. Advertiser is solely responsible for any additional fees (e.g. overage fees) resulting from the use of the credit card for payment. If Pinterest approves Advertiser for invoice billing, Pinterest will invoice Advertiser monthly and Advertiser will pay all Charges Net 30 days from its receipt of an invoice, provided Pinterest may charge Advertiser's credit card, if submitted, for late unpaid invoices. Advertiser will pay interest on any overdue amounts at the rate of 4% per annum above the Bank of England base rate from time to time. Such interest will accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. Advertiser will pay reasonable expenses and attorney's fees Pinterest incurs in collecting late payment.
(c) Agency Liability. If Agency uses the Ad Service on behalf of an Advertiser to which Pinterest has extended credit, and Pinterest relies on such Advertiser's credit limit for Agency's use of the Ad Service, then Pinterest will hold Agency liable for Charges solely to the extent Agency has received payment from the Advertiser and Pinterest may seek payment directly from the Advertiser. If (i) Pinterest cannot extend an Advertiser credit, (ii) Pinterest has extended Agency credit, and (iii) Agency elects in writing for Pinterest to rely on Agency's credit limit for Agency's use of the Ad Service on behalf of an Advertiser, then Pinterest will hold Agency and the Advertiser jointly and severally liable for Charges Agency incurs in respect of such Advertiser, and Pinterest reserves the right to collect payment directly from Agency or Advertiser.
(d) API Partners. If Advertiser uses the Ad Service through an approved third-party service provider (an "API Partner"), Advertiser acknowledges that Pinterest cannot comply with any budget limits set by Advertiser and API Partner, and Advertiser will be responsible for all Charges incurred through an API Partner notwithstanding any budget limits.
4. CPM Makegood.
For campaigns involving guaranteed CPM deliverables, if the campaign's final actual impressions are below the agreed upon levels, the parties will use commercially reasonable efforts to agree upon the conditions of a makegood flight. Pinterest cannot guarantee the delivery of auction-based deliverables so makegoods will not be available.
5. Confidentiality.
No party will disclose another party's Confidential Information to a third party except (i) to contractors or agents who need to know it and who have agreed in writing to confidentiality obligations at least as protective as this Agreement, (ii) as required by law after using reasonable efforts to provide advance notice of such disclosure, or (iii) with the disclosing party's consent. "Confidential Information" means information disclosed by a party to the other party under this Agreement that is marked confidential or would reasonably be considered confidential under the circumstances, and excludes any information that (i) is or becomes public, through no fault of the recipient, (ii) was rightfully acquired by or already known to the recipient without an existing confidentiality obligation, or (iii) is independently developed by the recipient.
6. Disclaimer.
To the extent permitted by applicable law, the Ad Service is provided on an "as is" basis without warranty or condition of any kind, whether express or implied. All warranties, conditions and other terms implied by statute, common law or otherwise are, to the fullest extent permitted by law, excluded from this Agreement. Advertiser acknowledges that third parties may generate user activity on Ad Content for prohibited or improper purposes, and any credits or refunds for such activity are at Pinterest's sole discretion.
(a) Nothing in this Agreement will limit or exclude a party's liability for (i) death or personal injury caused by its negligence, or the negligence of its personnel, agents or subcontractors, (ii) fraud or fraudulent misrepresentation, (iii) breaches of the last sentence of Section 2, or breaches of Section 5 (Confidentiality), (iv) each party's obligations in Section 8 (Indemnity), or (v) any other liability which cannot be limited or excluded by applicable law.
(b) Subject to Section 7(a) above, no party will have any liability to the other under or in connection with this Agreement whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any (i) loss of profit (whether direct or indirect), (ii) loss of goodwill, (iii) loss of business, (iv) loss of data, or (v) any indirect or consequential losses.
(c) SUBJECT TO SECTION 7(A) ABOVE AND EXCEPT FOR AGENCY OR ADVERTISER'S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT, NO PARTY'S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL EXCEED THE AMOUNT PAID OR PAYABLE BY ADVERTISER TO PINTEREST IN THE NINETY (90) DAYS BEFORE THE DATE OF THE ACTIVITY FIRST GIVING RISE TO THE CLAIM.
8. Indemnity.
(a) By Advertiser. Advertiser will indemnify, defend and hold harmless Pinterest and its officers, directors, employees, agents and affiliates, against any liabilities, damages, losses, costs and expenses (including legal fees) (together, "Losses") arising from or related to any third-party allegation or legal proceeding (any "Claim") arising from or related to (i) the Ad Content, Destinations or Advertiser Products; (ii) breach of this Agreement; (iii) breach of any applicable laws; and (iv) failure of Advertiser to provide Pinterest with valid and correct VAT registration information.
(b) By Agency. Agency will indemnify, defend and hold harmless Pinterest and its officers, directors, employees, agents and affiliates, against any Losses arising from or related to any Claim arising from or related to Agency's breach of Section 1(e).
(c) General. The party seeking indemnification will promptly notify the indemnifying party of the Claim and cooperate with the indemnifying party in defending the claim. The indemnifying party has full control and authority over the defense, except that: (a) any settlement requiring the party seeking indemnification to admit liability or to pay any money will require that party's prior written consent, such consent not to be unreasonably withheld or delayed; and (b) the party seeking indemnification may join in the defense with its own counsel at its own expense. THE INDEMNITIES ABOVE ARE A PARTY'S ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY ANOTHER PARTY OF A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS.
9. Term/Cancellation.
(a) Campaigns involving auction-based deliverables may be cancelled at any time prior to the auction.
(b) Campaigns involving guaranteed CPM deliverables may be cancelled after the campaign start date with 14 days' written notice.
(c) Pinterest may modify this Agreement at any time. The modified Agreement will be posted at a URL available through Advertiser's Ad Service account and will not apply retroactively. If you are in the EU, we will notify you of revisions at least 15 days before those changes take effect. If you are not in the EU, the modified Agreement will become effective 7 days after posting except for changes made for legal reasons, which will become effective immediately. Either party may terminate this Agreement at any time with notice to the other party, but any continued Advertiser use of the Ad Service will be subject to the then-current Ad Service terms posted at a URL made available through Advertiser's Ad Service account.
(d) Sections 1 (Ad Service), 2 (Policies), 3 (Payment), 5 (Confidentiality), 7 (Limitation of Liability), 8 (Indemnity), 9 (Term/Cancellation), and 10 (General) will survive termination of this Agreement.
(a) Have a complaint? For any dispute with Pinterest, Signatory agrees to first contact and attempt to resolve the dispute with Pinterest informally. For our EU Business Users, this Help Center Article will provide information relating to Pinterest's internal complaint handling system. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation will be governed by and construed in accordance with English law. If Signatory is in the EU, Pinterest is willing to engage with one of two identified mediators to reach an agreement on the dispute. The parties will resolve any claim, dispute, or controversy (excluding claims for injunctive or other equitable relief) arising from or relating to this Agreement ("Disputes") by binding arbitration under the Rules of Arbitration of the International Chamber of Commerce ("ICC"), except as provided in this Agreement. Unless the parties agree otherwise, the arbitration will be conducted in London, England. Each party will be responsible for paying any ICC filing, administrative and arbitrator fees ("Fees") in accordance with Rules of Arbitration of the ICC. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this Section 10(a). Any judgment on the arbitrator's award may be entered in any court of competent jurisdiction. Nothing in this Section 10(a) will prevent either party from seeking injunctive or other equitable relief for matters related to confidentiality, data security, intellectual property or unauthorised access to the Ad Service.
(b) NOTHING IN THIS AGREEMENT IS INTENDED TO LIMIT A PARTY'S NON-WAIVABLE STATUTORY RIGHTS. If any provision of this Agreement is found invalid, illegal or unenforceable, the remainder of the Agreement will remain in full force and effect.
(c) Failure to enforce any provision of this Agreement will not constitute a waiver.
(d) Except for modifications to this Agreement by Pinterest under Section 9(c), any amendments to this Agreement must be in writing, executed by the parties and expressly state that they are amending this Agreement.
(e) Except as expressly stated in this Agreement, there are no third-party beneficiaries to this Agreement.
(f) All notices must be in writing (including email). Notices of termination and breach must be sent to the other party's legal department. The email address for Pinterest's legal department is commercial-contract-notices@pinterest.com. All other notices may be sent to a party's regular point of contact. Notice will be treated as given on receipt.
(g) No party will be liable for inadequate performance to the extent caused by a condition beyond the party's reasonable control.
(h) No party may assign any part of this Agreement without the other party's written consent except to an affiliate or in a change of control. Any other attempt to assign is void.
(i) This Agreement does not create any agency, partnership, or joint venture between the parties.
EXHIBIT A: Pinterest Data Sharing Addendum
This Pinterest Data Sharing Addendum ("DSA") supplements and is part of the advertising services agreement ("Agreement") agreement between Pinterest and Signatory ("Partner"). The parties agree as follows:
1. Definitions. Unless otherwise defined below, all capitalised terms used in this DSA will have the meanings given to them in the Agreement:
"Ad Data" means the personal data that one party receives from the other specifically in connection with Signatory's access to and use of the Ad Service.
"Data Protection Directive" means Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data.
"Data Protection Law" means:
(a) the ePrivacy Directive, including the applicable national implementation(s);
(b) the Data Protection Regulation; and
(c) Law 13,709/2018 (General Data Protection Law) of the National Congress of Brazil, and, in each case, any replacement law, directive or regulation imposing equivalent obligations.
"Data Protection Regulation" means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of Personal Data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) and any delegated or implemented acts adopted by the European Commission under that regulation, and any replacement directive or regulation imposing equivalent obligations.
"Data Security Measures" means appropriate technical and organisational measures to protect Ad Data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure, access, or processing.
"EEA" means the European Economic Area.
"ePrivacy Directive" means Directive 2002/58/EC of the European Parliament and of the Council of 12 July 2002 concerning the processing of personal data and the protection of privacy in the electronic communications sector as amended by Directive 2009/136/EC, and any replacement directive or regulation imposing equivalent obligations.
"personal data" has the meaning given to it in Data Protection Law.
"processing" has the meaning given to it in Data Protection Law and "process", "processes" and "processed" will be interpreted accordingly.
2. Scope and Roles. This DSA explains the framework for the sharing of Ad Data between the parties in connection with the Ad Service. In this context, each party acts as a "controller" acting alone with respect to the Ad Data which it processes (as the term is defined in Data Protection Law).
3. Compliance with Data Protection Law. Pinterest and Signatory will each comply with their obligations in respect of processing Ad Data under applicable Data Protection Law and/or, where relevant, the applicable national implementation(s) of Data Protection Law.
4. Purpose. Signatory will only process Ad Data in connection with its use of the Ad Service and for such other purposes as permitted by applicable law. Pinterest will only process Ad Data in connection with its provision of the Ad Service and as permitted by applicable law.
5. Security. Each party will implement Data Security Measures, provided that, at a minimum, Signatory agrees to provide at least the same level of protection for Ad Data as is required under applicable Data Protection Law and/or, where relevant, the applicable national implementation(s) of Data Protection Law. Data Security Measures will be evaluated and updated on an ongoing basis to reflect advancements in technical and organisational measures available. Signatory will notify Pinterest in writing of any substantial changes to Data Security Measures.
6. Personnel. Each party will impose contractual obligations on those of its personnel, agents or subcontractors who it authorises to access Ad Data, including obligations regarding confidentiality, data protection and data security, at least at the same level of protection as is required under applicable Data Protection Law.
7. Transfers. Each party will ensure that, if it transfers Ad Data outside the EEA to a country not recognised by the European Commission as providing an adequate level of protection for personal data, that transfer will be covered by a valid derogation or a recognised compliance standard under applicable Data Protection Law for the lawful transfer of personal data outside the EEA.
8. Point of Contact. Each party will provide the other party with a point of contact within its organisation authorised to respond to enquiries in respect of the processing of Ad Data by that party contemplated by this DSA.
9. Assistance with enquiries. If (a) a party is obliged under Data Protection Law to provide information in response to an enquiry from a data subject or an authority about the processing of Ad Data by that party; and (b) it is not possible for that party to provide sufficient information in order to discharge its obligations without the involvement of the other party, then, upon the first party's written request and provided that the requesting party reimburses the other party for the costs arising from such assistance, the other party will provide it with reasonable assistance so that it may make the information available.
10. Noncompliance. If Signatory determines that it can no longer comply with this DSA: (a) Signatory shall promptly notify Pinterest; (b) Pinterest shall have the right to terminate the Agreement without penalty upon notice to Signatory; and (c) Signatory will cease processing the Ad Data or take other reasonable and appropriate steps to remediate the situation.
11. Disclosure. Signatory authorises Pinterest to provide this DSA and a copy of the relevant privacy provisions of the Agreement to any government authority, as required by law.
12. Survival. Sections 1-10 of this DSA shall survive termination of this DSA for so long as Signatory has custody, control or possession of the Ad Data. Sections 11 and 12 shall survive indefinitely.
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