This Content Claiming Portal Terms of Service (the “Agreement”) is entered into by and between: (1) you (“Rights Owner,” “you” or “your”) and (2) (x) if you live in the United States, Pinterest, Inc. with its principal place of business at 651 Brannan St, San Francisco, CA 94107, USA, and (y) if you live outside the United States, Pinterest Europe Ltd. with its registered office at Palmerston House, 2nd Floor, Fenian Street, Dublin 2, Ireland (as applicable, “Pinterest”), and is effective on the date that you accept this Agreement (“Effective Date”). By clicking the “Accept” button, you (i) accept and agree to be bound by this Agreement yourself; and/or (ii) represent and warrant that you are authorized to act on behalf of another party (e.g. your employer or principal) as specified, and accept and agree on their behalf to be bound by this Agreement.
“Action” means the action that you specify in the System for when a Content Match is identified on the Pinterest Platform. The actions that are offered in the System may change over time, but may include Remove, Limit, or other actions.
“ID File” means the unique binary data, created from a Reference File, that describes a Work and is used for the automatic matching of that Work.
“Content Match” means a Pin identified by the System as matching an ID File.
“Limit” refers to an Action that you specify in the System whereby a Content Match will be removed from the Pinterest Platform unless certain criteria are met, such as the Content Match linking to a specific domain or being originally saved on the Pinterest Platform by You.
“Pinterest Platform” means the Pinterest website, apps, APIs, and widgets.
“Reference File” means a digital file of a Work.
“Remove” refers to an Action that you specify in the System whereby a Content Match will be removed from appearing on the Pinterest Platform when it is identified.
“System” means Pinterest’s content claiming and management system, known as the Content Claiming Portal.
“System Guidelines” means, collectively, the policies, guidelines and specifications governing your use of the System, as communicated by Pinterest from time to time and which are incorporated herein by reference.
“Pin” means an instance of content saved to the Pinterest Platform by a third party user.
“Work” means a copyrighted work owned or controlled by Rights Owner.
Subject to, and conditioned upon, the terms of this Agreement, Pinterest grants to you a world-wide, non-exclusive, nontransferable, royalty-free license to use the System solely for the purpose of identifying and managing your Works on the Pinterest Platform, subject to your compliance with the System Guidelines. By providing Reference Files, you grant Pinterest a nonexclusive, royalty-free, limited license to store, copy (including the right to make temporary cache and storage copies), display, create derivative works of, modify or reformat, excerpt, analyze, use to create algorithms and binary representations, create ID Files and otherwise use those Reference Files, the ID Files and any associated metadata in connection with operating, testing and improving the System, and implementing Actions on or otherwise managing the Pinterest Platform. Pinterest may terminate or suspend your right to access or use the System for any reason, including any material misuse of the System.
You will deliver a Reference File for each Work you wish to match through the System via the delivery method specified by Pinterest. You will not deliver Reference Files for Works that are owned by third parties unless you are the exclusive licensee of online distribution rights for such Works. You acknowledge that the System may require complete, accurate, error free and properly formatted Reference Files to function properly, and failure to provide that information may cause the System to malfunction, and may result in incorrect Content Matches and improper Action implementations. If Pinterest, in its sole discretion, determines that a Reference File fails to comply with the System Usage Guidelines or could otherwise compromise the effectiveness or accuracy of the System or the Pinterest Platform, then Pinterest may decline to use the Reference File.
You may remove any of your Reference Files at any time, and Pinterest will remove the corresponding ID Files from the System such that the System will cease to identify and apply Actions to Content Matches for those ID Files and Reference Files.
Pinterest will use reasonable measures designed to prevent unauthorized access to the Reference Files you deliver.
Each party represents and warrants that it has the full power and authority to enter into this Agreement. You represent and warrant that: (a) you have and will maintain all rights, authorizations and licenses that are required in order for (i) you to fully perform your obligations hereunder, (ii) you to grant the rights and licenses set forth herein and otherwise use the System in connection with the Works; (iii) Pinterest to use the Reference Files, ID Files and any associated metadata, and (iv) you to apply specified Actions to Pins; (b) the Reference Files, resulting ID Files and any associated metadata and Pinterest’s use thereof do not infringe any third party right, including rights arising from contracts between you and third parties, copyright, trademark, trade secret, moral rights, privacy rights, rights of publicity, or any other intellectual property or proprietary rights; (c) the Reference Files do not contain or originate any contaminated file, viruses, worms, Trojan horses or other similar harmful components; (d) you will not make false claims on Pins or otherwise use the System for any purpose other than to lawfully apply Actions to Pins based on your rights in Works; (e) you will not enable third parties to access or use the System; and (f) you will not (i) yourself prepare derivative works from, decompile, reverse engineer, disassemble or attempt to derive source code from the System or (ii) enable non-parties to prepare derivative works from, decompile, reverse engineer, disassemble or attempt to derive source code from the System.
From time to time, Pinterest may receive or otherwise become aware of claims that (1) a Pin has been incorrectly been subjected to your Action, or (2) another claimant has uploaded Reference Files that conflict with your Reference Files. In such cases, subject to resolution of any dispute between you and other claimant(s) or users (or among other claimants or users), Pinterest may in its sole discretion elect, but is not required, to maintain or restore the Pin to the Pinterest Platform, stop applying an Action, or take other steps as appropriate to address the conflict or dispute. In the event Pinterest receives a claim regarding a Pin from a third party, Pinterest may share information with the third party or other impacted users including (a) your identity; (b) any information you provided to us in connection with the relevant Reference File; and (c) any other information that may help the third party work through the dispute with you.
Each party will indemnify, defend and hold harmless the other party and their and its directors, officers, employees, agents, contractors and licensees from and against any and all third party claims arising out of or related to a breach of such party’s representations and warranties in this Agreement. You will further indemnify, defend and hold harmless Pinterest and its directors, officers, employees, agents, contractors and licensees from and against any and all third party claims arising out of or relating to Pinterest’s authorized use of the Reference Files, ID Files, any associated metadata and any other content provided by you.
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE PARTIES DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND WARRANTIES AS TO THE QUALITY OR PERFORMANCE OF THE SYSTEM.
EXCEPT FOR AMOUNTS PAYABLE UNDER THE INDEMNITIES IN SECTION 6 OR FOR BREACH OF THE CONFIDENTIALITY PROVISIONS OF SECTION 11: (I) NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR INDIRECT, CONSEQUENTIAL, LIQUIDATED, SPECIAL, STATUTORY, PUNITIVE OR EXEMPLARY DAMAGES OR PENALTIES INCLUDING, BUT NOT LIMITED TO, LOSSES OF BUSINESS, REVENUE OR ANTICIPATED PROFITS; (II) PINTEREST SHALL FACE NO LIABILITY FOR THE UNAVAILABILITY OF THE SYSTEM, OR DELAYS OR ERRORS IN THE OPERATION OF THE SYSTEM; AND (III) IN NO EVENT WILL EITHER PARTY’S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CAUSES OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED $5,000. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION WILL APPLY REGARDLESS OF THE CAUSE OF ACTION UNDER WHICH SUCH DAMAGES ARE SOUGHT. THE PARTIES AGREE THAT THE MUTUAL AGREEMENTS MADE IN THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK, AND THAT EACH PARTY WOULD NOT ENTER INTO THE AGREEMENT WITHOUT THESE LIMITATIONS ON LIABILITY.
You understand that from time to time Pinterest may enhance, alter or discontinue operation of the System, or any part of it. Pinterest may also modify this Agreement, for example, to reflect changes in the operation of the System. Pinterest will provide reasonable advance notice of any material modifications to this Agreement and the opportunity to review them, and such modifications will only apply prospectively. If you do not agree to any modified terms, you agree to remove any Reference Files and discontinue your use of the System.
This Agreement shall continue unless terminated by either party. Either party may terminate this Agreement (a) immediately upon written notice to the other party if the other party files a petition for bankruptcy, becomes insolvent, or makes an assignment for the benefit of its creditors, or a receiver is appointed for the other party or its business; (b) immediately, without notice, in the event of material misuse of the System, such as repeated or widespread improper Actions; (c) with ten (10) days prior written notice for breach of this Agreement other than set forth in subsection (b), if such breach is not cured within the 10-day notice period; or (d) for convenience with thirty (30) days written notice. Upon termination of this Agreement, Pinterest will promptly remove all Reference Files and associated metadata from the System. The provisions Paragraphs 6, 7, 8 and 11 will survive any termination. Your license to use the System will terminate immediately upon the termination of this Agreement. Pinterest’s licenses under Paragraph 2 shall terminate upon the removal of your Reference Files from the System.
Any information that one party discloses to the other party under this Agreement and that is marked as “confidential” shall be deemed to be “Confidential Information.” Confidential Information does not include information that the recipient already knew, that becomes public through no fault of the recipient, that was independently developed by the recipient, or that was lawfully given to the recipient by a third party. The recipient will not disclose the Confidential Information, except to employees and agents who need to know it and who have agreed in writing to keep it confidential. The recipient will ensure that those people and entities use the Confidential Information only to exercise rights and fulfill obligations under this Agreement, and that they keep it confidential. The recipient may also disclose Confidential Information when required by law after giving reasonable notice to the discloser, if permitted by law.
Each party agrees it will not make any public statement regarding this Agreement without the other’s written approval.
This Agreement will be governed by California law, excluding California’s conflict of laws rules, and any claims arising out of or relating to the Agreement or the Pinterest Platform will be litigated exclusively in the federal or state courts of San Francisco County, California, USA; the parties consent to personal jurisdiction in those courts.
The parties may execute this Agreement in counterparts, including which together will constitute one instrument. This Agreement, together with the Pinterest terms of service located at