Please Note: This is only relevant to Pinterest's contractors, consultants and vendors.
Pinterest Inbound Services Agreement
This Pinterest Inbound Services Agreement (“Agreement”) is between Pinterest Inc. and its affiliates (“Pinterest”) and the Contractor (as set forth in the applicable SOW) for the terms governing Contractor’s provision of services to Pinterest as described below (“Services”). You represent and warrant that you are authorized to: (i) grant all permissions and licenses provided in this Agreement; (ii) bind Contractor to this Agreement; and (iii) agree to this Agreement on Contractor’s behalf. By agreeing to the applicable SOW, you agree to incorporate and be bound by this Agreement.
“Confidential Information” means (a) information disclosed by a party to the other party under this Agreement that is marked as confidential or would normally be considered confidential under the circumstances and (b) excludes any information that (i) is now or hereafter becomes generally known or available to the public, through no act or omission on the part of recipient; (ii) was known by recipient prior to receiving such information from the discloser and without restriction as to use or disclosure, (iii) is rightfully acquired by recipient from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure; or (iv) is independently developed by recipient.
“SOW” means a statement of work for a particular engagement between the parties that describes the Services and any additional rights, obligations or restrictions.
“Subcontractors” means a third party acting on behalf of Contractor.
2. Term. This Agreement is effective as of the date the last party signs the first SOW (“Effective Date”) and continues until terminated. Pinterest may immediately terminate this Agreement or any SOW, at anytime, for any reason or no reason at all, by providing written notice to Contractor. Contractor may terminate this agreement only after (a) Pinterest’s acceptance of all Services as described in the Acceptance Process section of the SOW (if any) and (b) upon thirty (30) days prior written notice. Pinterest will pay any outstanding fees for Services performed as set forth in this Agreement or the applicable SOW. Pinterest may make changes to the Agreement from time to time with or without notice to Contractor; however any existing SOW will be governed by the Agreement effective as of the applicable SOW Effective Date. Any new or amended SOWs will be governed by the then-current Agreement.
3. Services. As described in the applicable SOW, Contractor will perform the Services and Pinterest will accept or reject the Services. If the Services fail to adhere to the terms of this Agreement or the applicable SOW, Contractor will take all necessary actions required to bring the Services into compliance, as determined solely by and without additional cost to Pinterest. Pinterest will only pay the fees associated with the performed Services described in the applicable SOW. Contractor will invoice Pinterest on a monthly basis for only those Services performed and Pinterest will pay Contractor within 30 business days of receipt of a complete invoice.
4. Intellectual Property Rights.
a. Deliverables. Pinterest will own all works of authorship, designs, inventions, improvements, technology, developments, discoveries, ideas, concepts, know-how, and trade secrets (including modification made to and documentation concerning), conceived, authored, made, developed, discovered, or reduced to practice by Contractor and any of its employees or agents, in connection with or arising from the Services being performed under this Agreement (the “Deliverables”). The Deliverables will be works made for hire to the extent permitted by applicable law, and Pinterest will retain all copyright, patent, trade secret, trademark, moral and any other similar intellectual property or proprietary rights worldwide ("Intellectual Property Rights") in the Deliverables. Contractor will assist Pinterest as necessary to secure Pinterest all right, title and interest and all Intellectual Property Rights in such Deliverables and all extensions and renewals thereof.
b. Contractor Property. If Contractor incorporates any proprietary information in which Contractor has an interest (“Contractor Property”) into any Deliverable: (a) Contractor will identify such Contractor Property in the applicable SOW before incorporating it into any Deliverable; and (b) whether or not the Contractor Property is identified in the SOW, Contractor grants Pinterest a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to reproduce, perform, manufacture, modify, create derivative works of, distribute, sublicense, sell, offer for sale, to make, have made, use, practice, import, and otherwise exploit the Contractor Property under all applicable Intellectual Property Right without restriction of any kind.
c. Third Party Materials. Contractor will not incorporate any proprietary information owned by any third party or anything subject to an open source license into any Deliverable without Pinterest's express prior written consent.
5. Confidentiality. The parties will not: (i) disclose Confidential Information to any third parties; or (ii) use Confidential Information for any purpose except as permitted under this Agreement. The recipient may only disclose Confidential Information to its employees, agents, and contractors who need to know such Confidential Information for fullfill obligations so long as each such employee, agent, or contractor has executed a written agreement that contains use and nondisclosure restrictions at least as protective of the Confidential Information as those set forth in this Agreement. The recipient is not restricted from disclosing Confidential Information to the extent required by any law or regulation, but must use reasonable efforts to give the other party reasonable advance notice of such required disclosure.
6. Warranties. Contractor warrants the performance and provisioning of the Services will:
a. comply with all applicable laws and regulations (especially those pertaining to privacy, export control, anti-bribery and discrimination);
b. at a minimum, be of a professional quality consistent with generally accepted industry standards;
c. not require Contractor to breach any third party obligations or cause any potential or actual conflicts of interests;
d. be implemented with great care and reasonable practices, policies, routine training and oversight, to ensure the prevention of access to, confidentiality, integrity, privacy and security of: (i) Pinterest’s Confidential Information; and (ii) Contractor’s (or its Subcontractors, if any) facilities and network.
a. Indemnity. Contractor will indemnify and hold harmless Pinterest, its officers, directors, investors and employees from any claims and liabilities (“Claims”): (i) related to any third party claim that the Services or any Deliverables infringe or misappropriate any third-party Intellectual Property Rights: (ii) arising from Contractor’s or its Subcontractors (if any) breach of warranty, negligence, willful misconduct, confidentiality, fraud, misrepresentation, or violation of law; and (iii) arising from any property damage, personal injury or death related to performance of the Services.
b. General. Pinterest will promptly notify Contractor of a Claim and cooperate with Contractor in defending the Claim. The Contractor has full control and authority over the defense, except that: (i) any settlement requiring Pinterest to admit liability requires prior written consent that will not be unreasonably withheld, (ii) Pinterest may join in the defense with its own counsel at its own expense.
8. Limitation of Liability. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY. NEITHER PARTY’S LIABILITY ARISING OUT OF THIS AGREEMENT WILL EXCEED THE LESSER OF THE AMOUNT ACTUALLY PAID OR PAYABLE TO CONTRACTOR UNDER THIS AGREEMENT. THESE LIMITATIONS OF LIABILITY WILL NOT APPLY TO: (I) INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS; (II) BREACHES OF CONFIDENTIALITY; OR (III) INDEMNIFICATION OBLIGATIONS.
a. Insurance. Pinterest may require Contractor to provide proof of certain insurance coverage, at Contractor’s expense.
b. Background Checks. Pinterest may perform or require that Contractor provide reasonable background checks on any of its employees associated with the Services.
c. Publicity. Neither party may make any public statement about the relationship contemplated in this Agreement without the other party’s prior written consent.
d. Agency. Contractor’s relationship to Pinterest will be that of an independent contractor, not an employee. Contractor will not be entitled to and waives any right to any compensation, options, stock or other rights or benefits and promises never to claim them.
e. Equitable Relief. This Agreement does not limit either party's ability to seek equitable relief.
f. Subcontractors. Contractor must request Pinterest’s prior written consent before subcontracting any work performed in connection with the Services. Contractor is liable for the performance and any breaches of its Subcontractors, whether the Subcontractor was approved by Pinterest or not.
g. Assignment. Neither party may assign or transfer this Agreement without the other party’s prior written consent, except upon written notice of a change of control. Any other attempts to assign or transfer are void.
h. Amendments. Except as permitted in Section 2, this Agreement and any SOW may be amended only with the mutual written consent of the parties.
i. Notices. All notices must be in writing and addressed to the attention of the other party’s legal department and the primary contact (as set forth in the applicable SOW). Notice will be deemed given upon receipt if verifiable by trusted logs or receipts (electronic or otherwise) to the last provided contact information. Each party is responsible for keeping the other informed of changes to its contact information.
j. Governing Law. This Agreement is governed by California law excluding its conflict of law principles. FOR ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN SAN FRANCISCO COUNTY, CALIFORNIA.
k. Conflict. If there is a conflict between this Agreement and the applicable SOW, the SOW will govern.
l. Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver.
m. Severability. If any provision of this Agreement is found unenforceable, the balance of the Agreement will remain in full force and effect
n. Counterparts. This Agreement may be executed in counterparts that together will constitute one agreement.
o. Entire Agreement. This Agreement is the entire agreement on this topic and supersedes all prior agreements on this topic.
Updated: November 2013