Aleph Partnership Pinterest Advertising Services Agreement

(a) Client authorises Pinterest to place the advertisements, related technology and any other content that Client 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”). Client 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 (“Client Products”), (iv) its use of the Ad Service (e.g. bidding and targeting decisions) and (v) any legally required disclosures or labelling in connection with the Ad Content. 

(b) Client 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). 

(c) Client represents and warrants that (i) it has all necessary rights to grant the licences in Section 1(b), (ii) the Ad Content will not violate any applicable law or regulation, infringe any third party intellectual property rights, contain any material which may be harmful, abusive, obscene, threatening, defamatory, or otherwise infringe the Policies (as defined in Section 2), and (iii) it has the necessary authority to enter into this Agreement. Client will comply with all laws applicable to Client’s use of the Ad Service and the Ad Content, Destinations, and Client Products.

(d) If Client collects data (including personal data) from end users that is used with an Ad Service feature (for example, conversion tracking), Client, as applicable, must provide clear notice to each end user and ensure that any legally-required consent is obtained from each user for the collection, sharing and use of that data by Client and Pinterest. If Client uses Pinterest technology that stores and accesses cookies or other information on an end user’s device, Client must clearly disclose and obtain end user consent for that activity where required by law. Client 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 Client will 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) Client represents and warrants that it will comply with all applicable laws, including any anti-bribery or anti-corruption laws, and 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., E.U., U.K., or United Nations Security Council sanctions, and that its use of the Ad Service will not cause Pinterest to violate any applicable. sanctions program.

(g) Client shall perform its obligations under this Agreement to the highest ethical standards.  In performing the services hereunder, Client shall comply with all applicable anti-bribery and anti-corruption laws and regulations, including, without limitation, the U.S. Foreign Corrupt Practices Act of 1977, as amended (such act, including the rules and regulations thereunder, the “FCPA”), and the U.K. Bribery Act 2010 (collectively, the “Applicable Anti-Bribery Laws”), and shall not cause Pinterest to be in breach of any Applicable Anti-Bribery Laws.  Furthermore, Client represents and warrants that, to the best of its knowledge, neither it nor any of its officers, directors, employees, Consultants, and any other representatives has taken any action to violate the Applicable Anti-Bribery Laws in the past.

(h) Client cannot pass any benefits provided by Pinterest, including, but not limited to, credit memos onto a government advertiser or a government-owned or controlled advertiser. 

(i) Client agrees that it has and will maintain complete books and records which, in reasonable detail, fairly and accurately reflect any and all transactions, payments made, expenditures and expenses incurred in connection with the Services.

(j) For clarity, Pinterest’s Business Terms of Service (business.pinterest.com/business-terms-service), along with any additional terms between Client, Advertiser and Pinterest, govern Client’s and Advertiser’s use of any Pinterest website, product, or service other than the Advertising Service.

Client’s and Advertiser’s use of the Ad Service is subject to the Ad Service policies made available to Client (“Policies”), including Pinterest’s Community guidelines (policy.pinterest.com/community-guidelines), Advertising Guidelines (policy.pinterest.com/advertising-guidelines), and Brand Guidelines (business.pinterest.com/brand-guidelines). Pinterest may modify Policies from time to time. A violation of any of the Policies constitutes grounds for termination of Client accounts or rejection of Ad Content. Client authorises Pinterest to review any Destination, including by automated means, to provide the Ad Service and to determine compliance with Policies. Client 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. Client 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 Client’s or an Advertiser’s participation in the Ad Service if it believes in good faith that Client or an Advertiser is in breach of applicable laws, regulations, this Agreement or Policies and (ii) modify or cancel the Ad Service at any time. Client and/or Advertiser will not break or circumvent an Ad Service security measure or provide Ad Content that contains, or connects to, malware, spyware, unwanted software or any other malicious code.

(a) General. Payment terms for charges incurred in connection with the Ad Service will be specified in insertion orders agreed to between the parties.

(b) API Partners. If Client uses the Ad Service through an approved third-party service provider (an “API Partner”), Client acknowledges that Pinterest cannot comply with any budget limits set by Client and API Partner, and Client will be responsible for all Charges incurred through an API Partner notwithstanding any budget limits.

No party will disclose another party’s Confidential Information to a third party except (i) to affiliates, 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.

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. Client 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 employees, 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 CLIENT’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 CLIENT TO PINTEREST IN THE NINETY (90) DAYS BEFORE THE DATE OF THE ACTIVITY FIRST GIVING RISE TO THE CLAIM.

(a) Client 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 Client Products; (ii) breach of this Agreement; and (iii) breach of any applicable laws.

(b) 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 defence, 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 defence 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.

(a) Campaigns involving auction-based deliverables may be cancelled at any time prior to the auction.

(b) 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.

(c) Sections 1 (The Ad Service), 2 (Policies), 3 (Payment), 4 (Confidentiality), 6 (Limitation of Liability), 7 (Indemnity), 8 (Term/Cancellation), 9 (Representatives), and 10 (General) will survive termination of this Agreement.

If Client is an advertising agency or other entity representing an Advertiser (as defined in Section 9(a) below), including executing any insertion order or submitting advertisements to Pinterest on behalf of an Advertiser, this Section 9 and all other terms of this Agreement, shall apply to Client and Advertiser.

(a) Definition. As used herein, “Advertiser” means an individual or entity on whose behalf Client is using or approving the use of the Ad Service. Except for Sections 9(c) and 9(d) below, any references to Client in this Agreement, including obligations to and/or required of Client, will apply to Advertiser. 

(b) Payment. Any charges incurred in connection with Advertiser’s use of the Ad Service will be paid pursuant to an agreement between Client and Advertiser.

(c) Additional Representations and Warranties. Client represents and warrants that it: 

1. is the authorised agent of Advertiser, and has the legal authority to enter into the Agreement, bind Advertiser under this Agreement, and use the Ad Service, each on behalf of Advertiser (these rights, “Agency Rights”);

2. has or will enter into a written agreement with Advertiser that obtains Agency Rights and binds the Advertiser to terms as protective of Pinterest as is this Agreement and includes the Pinterest Data Sharing Addendum attached as Exhibit A and the Ad Data Terms located at policy.pinterest.com/ad-data-terms. 

3. it will not, without Pinterest’s express prior written consent: (i) make any commitments (e.g., promises regarding the ad placement) to an Advertiser or potential Advertiser beyond Pinterest’s obligations under this Agreement, or (ii) negotiate terms or conditions related to the Ad Service inconsistent with this Agreement;

4. will perform its duties pursuant to this Agreement in a professional manner consistent with the requirements established by Pinterest; and

5. upon our request, immediately deliver to Pinterest each agreement that designates Client as Advertiser’s agent and authorizes Client to act on the Advertiser’s behalf in connection with the Agreement.

(d) Additional Obligations. Client agrees that Sections 1(d) - 1(h) shall apply to both Client and Advertiser.

(a) 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. 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, in English. 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 judgement on the arbitrator’s award may be entered in any court of competent jurisdiction. Nothing in this Section 11(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 8(b), 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.

This Pinterest Data Sharing Addendum ("DSA") supplements and is part of the Pinterest Advertising Services Agreement between Pinterest and Client (“Agreement”). The parties agree as follows:

1. Definitions. Unless otherwise defined below, all capitalized 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 Client’s access to and use of the Ad Service.

"controller" means a party that determines the means and purposes of processing personal data.

"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; 

(c) the UK Data Protection Regulation; 

(d) Law 13,709/2018 (General Data Protection Law) of Brazil;

(e) the California Consumer Privacy Act of 2018 (“CCPA”); and

(f) any other privacy, data protection or similar law or requirement that may apply to either party; 

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.

“GDPR” means the Data Protection Regulation and the UK Data Protection Regulation.

"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.

"UK Data Protection Regulation" means the Data Protection Regulation as amended and incorporated into English and Welsh, Scottish and Northern Irish law under the UK European Union (Withdrawal) Act 2018, and applicable secondary legislation thereunder.

2. Scope and Roles. This DSA applies to all processing of Ad Data between the parties in connection with the Ad Service. For the Joint Processing of EEA and UK data subjects’ personal data described in the Joint Controller Addendum, attached below as Exhibit B, the parties are joint controllers and the terms of the Joint Controller Addendum shall additionally apply. For all other processing, each party acts as an independent controller with respect to the Ad Data which it processes.

3. Compliance with Data Protection Law. Pinterest, Client and its Advertisers 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. Each party shall have the right to take reasonable and appropriate steps to help ensure that the other party uses Ad Data in a manner consistent with the party's obligations under Data Protection Law. The parties shall discuss in good faith what steps these shall be when a party seeks to exercise such rights.

4. Purpose. Client and its Advertisers will only process Ad Data in connection with its use of the Ad Service and for such other purposes as permitted by applicable law, including Data Protection Law. Pinterest will only process Ad Data in connection with its provision of the Ad Service and as permitted by applicable law, including Data Protection Law.

5. Security. Each party will implement Data Security Measures; provided that, at a minimum, Client and its Advertisers agree to provide at least the same level of privacy 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. Client 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, the UK, Brazil or other jurisdiction where applicable Data Protection Law so requires to a country not recognized by the European Commission or by applicable data protection authority as providing an adequate level of protection for personal data, that transfer will be covered by a valid derogation or a recognized compliance standard under applicable Data Protection Law for the lawful transfer of personal data outside that particular jurisdiction. If Client or its Advertiserstransfers Ad Data to Pinterest, Pinterest Europe Ltd. is the recipient of any Ad Data originating in the EEA and the UK, and Pinterest, Inc. is the recipient of all Ad Data originating anywhere else.

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 (i) 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 (ii) 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 Client determines that it or its Advertiser can no longer comply with this DSA: (i) Client shall promptly (and in no case later than five (5) business days after making such determination) notify Pinterest; (ii) Pinterest shall have the right to terminate the Agreement without penalty upon notice to Client; and (iii) Client 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 authority as required by law.

12. Survival. Sections 1-10 of this DSA shall survive termination of this DSA for so long as Client or its Advertiser has custody, control or possession of the Ad Data. Sections 11 and 12 shall survive indefinitely.

This Pinterest Joint Controller Addendum ("JCA") is between Pinterest and Client (or “you”) and supplements and forms part of the Pinterest Advertising Services Agreement between Pinterest and Client ("Agreement"). The parties agree as follows:

1. Definitions. Unless otherwise defined below, all capitalized terms used in this JCA will have the meanings given to them in the Agreement (including the DSA). 

“Activity Data” has the meaning given to it in the Ad Data Terms (policy.pinterest.com/ad-data-terms). 

“Joint Processing” means the collection and transmission of Activity Data by you to Pinterest Europe through an authorised Ad Service feature (an “Ad Data Feature”), and includes the collection and transmission of Activity Data by the Pinterest Tag, a Pinterest API, or another Ad Service feature that lets you share Activity Data. Joint Processing does not include the subsequent processing of Activity Data by Pinterest. 

"Pinterest Europe", “us”, or "we" means Pinterest Europe Ltd., Palmerston House, 2nd Floor, Fenian Street, Dublin 2, Ireland. 

References to "Data Subject", "Joint Controller", "Personal Data Breach" and "Processor" in this JCA have the meanings set out in the GDPR.

2. This JCA applies only to the processing of personal data within the scope of the GDPR.

3. Pinterest Europe and you are Joint Controllers in accordance with Article 26 of the GDPR with respect to the Joint Processing.

4. The Joint Processing is subject to the provisions of this JCA. They apply to all activities in which the parties, their employees or their Processors are involved in the Joint Processing. 

5. Pinterest Europe’s and your responsibilities for compliance with the obligations under the GDPR with regard to the Joint Processing are determined as follows:

Download PDF

6. All other responsibilities for compliance with obligations under the GDPR regarding the Joint Processing remain with each party individually.

7. This JCA does not grant you any right to request the disclosure of Personal Data of any Pinterest Europe user that is processed in connection with Pinterest Europe’s services.

8. Data Subjects can exercise their rights under Articles 15-21 of the GDPR with regard to their Personal Data processed by Pinterest Europe directly against Pinterest Europe. If Data Subjects exercise their rights under the GDPR with regard to the Joint Processing against you, or you are contacted by a supervisory authority with regard to the Joint Processing, each a "Request", you will forward all relevant information regarding such Request to us promptly using privacy-support@pinterest.com but within a maximum of seven (7) calendar days of such Request. Pinterest Europe agrees to answer Requests from Data Subjects in accordance with our obligations under this JCA. You agree to take all reasonable endeavours in a timely manner to cooperate with us in answering any such Request. You are not authorised to act or answer on Pinterest Europe’s behalf.

9. If any portion of this JCA is found to be unenforceable, the remaining portion will remain in full force and effect. If we fail to enforce any portion of this JCA, it will not be considered a waiver. Any amendment to or waiver of these terms requested by you must be made in writing and signed by us. If there is a conflict between this JCA and the Pinterest Data Sharing Addendum, this JCA will supersede.



These U.S. State-Specific Data Terms (“U.S. State Terms”) are between Pinterest and Client and are an addendum to the agreement that governs Client’s use of Pinterest’s advertising service, including the Ad Data Terms (defined below) and the Data Sharing Addendum between Client and Pinterest (together, “Ad Terms”). 

The parties hereby agree:  

1. Definitions.

(a) “Ad Data Terms” means the Ad Data Terms located at https://policy.pinterest.com/ad-data-terms.

(b) “LDP Data” means conversion data subject to State Privacy Law transmitted to Pinterest with the Pinterest limited data processing technical signal (“LDP Signal”) enabled (further information at https://help.pinterest.com/business/article/limited-data-processing).

(c) “LDP Services” means advertising-related Processing that qualifies as a Business Purpose, including Processing for purposes of auditing; security and integrity; debugging; short-term; transient uses; analytics; providing advertising or marketing services that do not include Cross-Contextual Behavioral Advertising, Targeted Advertising, or profiling, where such activity is prohibited for a processor under applicable State Privacy Law; internal research; and efforts to improve quality and safety; and other purposes for which processors are permitted to process personal data under State Privacy Law.  LDP Services include, for example, measurement, and fraud detection and prevention. 

(d)“State Privacy Law” means, as applicable: 

1. California Consumer Privacy Act of 2018, as amended, including as amended by the California Privacy Rights Act of 2020 (“CCPA”); 

2. Virginia’s Consumer Data Protection Act, Va. Code Ann. § 59.1-571 et seq. (“VCDPA”); 

3. the Colorado Privacy Act, Colo. Rev. Stat. § 6-1-1301 et seq.; 

4. Connecticut’s Act Concerning Data Privacy and Online Monitoring, Pub. Act No. 22015; 

5. the Utah Consumer Privacy Act, Utah Code Ann. § 13-61-101 et seq.; and 

6. any and all implementing regulations associated with Section 1(d)(1)-(5).

(e) The terms “business purpose,” “cross-context behavioral advertising,” “personal data,” “personal information,” “process,” “processing,” “processor,” “sale,” “sell,” “share,” “service provider,” and “targeted advertising,” “third party,” have the meanings given in applicable State Privacy Law.

(f) As used herein, references to “processor” shall include “service provider,” references to “personal data” shall include “personal information,” and references to “controller” shall include “business.” 

(g)Capitalized terms not defined here have the definitions given to them in the Ad Terms.

2. Scope and Roles of the Parties. Section 3 of these U.S. State Terms applies when Pinterest receives Ad Data subject to the CCPA as a Third Party. Section 4 of these U.S. State Terms applies when Pinterest receives LDP Data, in which case Pinterest will operate as a Processor to Client and, where applicable, Advertiser. Section 5 sets out Client’s obligations under these U.S. State Terms. 

3. CCPA Third Party Terms.

(a) This Section 3 applies solely to Personal Information that is subject to the California Consumer Privacy Act of 2018, as amended, including as amended by the California Privacy Rights Act of 2020, and any regulations promulgated thereunder (the “CCPA”). Terms capitalized in this Section 3 but not otherwise defined in the Agreement shall have the meanings given to such terms in the CCPA. 

(b) Pursuant to this Agreement Client may make available certain Personal Information to Pinterest for the sole purpose of Pinterest using that Personal Information to inform which advertisements are shown to Pinners on Pinterest, to measure the effectiveness of ads on Pinterest, to report on the effectiveness of such ads, and other purposes outlined and permitted in the Agreement, and Pinterest will only use the Personal Information for such purpose. Pinterest will comply with applicable obligations under the CCPA, including by providing the same level of privacy protection to the Personal Information as required by Client under the CCPA.  

(c) Client has the right to take reasonable and appropriate steps to ensure that Pinterest uses Personal Information provided pursuant to this Agreement in a manner consistent with Client’s obligations under the CCPA, including by reviewing materials generally made available by Pinterest for such purposes, such as Help Center articles, within 12 months as of the date of Client’s request. 

(d) Upon reasonable written notice, Client has the right to take reasonable and appropriate steps necessary to stop or remediate unauthorized use of Personal Information by Pinterest. 

(e) Pinterest will notify Client if it makes a determination that it can no longer meet its obligations under the CCPA. If Client reasonably believes that Pinterest is using Personal Information in an unauthorized manner, Client has the right to notify Pinterest of such belief via commercial-contract-notices@pinterest.com, and the parties will work together to remediate the allegedly violative activities, if necessary.

4. Processor Terms. 

(a) Pinterest offers the LDP Signal, which allows Client to control when Pinterest will act as a processor with respect to LDP Data. This Section 4 applies to the extent Client makes available to Pinterest LDP Data.   

(b) Client discloses such LDP Data to Pinterest solely for the purposes of performing the LDP Services. Client instructs Pinterest to process LDP Data for such purposes. 

(c) Pinterest will not (i) sell or share such LDP Data; or (ii) process such LDP Data for purposes of targeted advertising. 

(d) Pinterest will assist Client in meeting certain obligations under State Privacy Law with respect to LDP Data, including by (i) providing Client tools or other means to enable it to process consumer rights requests received pursuant to State Privacy Laws; (ii) contributing to data protection impact assessments where required by State Privacy Laws, by providing information about Pinterest’s standard practices (e.g., help center articles); (iii) implementing reasonable security procedures and practices appropriate to the nature of such LDP Data designed to protect such LDP Data from unauthorized or illegal access, destruction, use, modification, or disclosure in accordance with State Privacy Law.

(e) Pinterest will treat the LDP Data as confidential and ensure that individuals who process it are subject to an appropriate obligation of confidentiality.

(f) Pinterest will delete the LDP Data at Client’s instruction upon conclusion of the Ad Terms, unless further retention is required by law. Pinterest will process the LDP Data for however long the Ads Terms remain in effect. 

(g) Upon Client’s request, Pinterest will make available to Client the following information Pinterest determines is reasonably necessary to enable Client to evaluate Pinterest’s compliance with its obligations under this Section 4 (Processor Terms) with respect to LDP data.

(h) If Pinterest engages a subprocessor to process LDP Data, Pinterest will:

1. Ensure it has a written agreement in place with such subprocessor that obligates the subprocessor to comply with terms at least as restrictive as those set forth in this Section 4; and

2. To the extent required by State Privacy Laws, provide Client (1) notice of the planned engagement of any new subprocessor; and (2) an opportunity to object. 

(i) If LDP Data is subject to the CCPA, Pinterest will also:

1. Notify Client without undue delay if Pinterest determines it can no longer meet its obligations under the CCPA with respect to LDP Data. 

2. Not retain, use, or disclose such LDP Data outside of the direct business relationship with Client or for any purpose, including Commercial Purposes, other than the for the purposes set forth in Section 4(b) above, unless otherwise permitted by the CCPA.

3. If Client reasonably believes that Pinterest is processing LDP Data subject to the CCPA in an unauthorized manner, Client may notify Pinterest of such belief by email at the email address stated in the Ad Terms, and the parties will work together in good faith to remediate any such unauthorized processing.

5. Client Obligations. 

(a) Client is and will remain solely responsible for its compliance with State Privacy Law, including through its use of the LDP Services. Client is solely responsible for designating the state of residence of the individual for whose data the LDP Signal is used. 

(b) Client acknowledges that Pinterest offers the LDP Services solely with respect to LDP Data subject to State Privacy Law and that Pinterest does not offer LDP Services or otherwise commit to restricted data processing for conversion data from individuals in states other than those subject to State Privacy Law.

(c) If Client offers or has committed, directly or indirectly, to honoring opt-out requests from individuals in jurisdictions other than states subject to State Privacy Law or with respect to data other than conversion data (collectively, “Excluded Data”), Client will not disclose or otherwise make available to Pinterest, directly or indirectly, any Excluded Data.   

(d) Client will provide notices and choices as required by applicable law (including, without limitation State Privacy Laws) sufficient to cover processing by Pinterest as contemplated in these U.S. State Terms. 

(e) To the extent Pinterest discloses any de-identified data to Client, Client will (i) not attempt to re-identify such data; (ii) use reasonable administrative, technical, and organizational measures to prevent any such reidentification or inadvertent release of such data; and (iii) publicly commit to maintain such data in de-identified form and not to attempt to re-identify such data. 

6. Changes to These Terms. Pinterest may change these State-Specific Data Terms without notice in the event of changes to applicable State Privacy Law (including the issuance of a regulation, court order or governmental guidance relating to State Privacy Law) or changes to the LDP Services.