Case 1:19-cv-02184 Document 2-1 Filed 07/24/19 Page 1 of 31

UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA

UNITED STATES OF AMERICA,

Case No. 19-cv-2184

Plaintiff
STIPULATED ORDER
FOR CIVIL PENALTY,
MONETARY JUDGMENT, AND
INJUNCTIVE RELIEF

v.
FACEBOOK, Inc.,
a corporation,
Defendant.

STIPULATED ORDER FOR CIVIL PENALTY, MONETARY
JUDGMENT, AND INJUNCTIVE RELIEF
The United States of America, acting upon notification and authorization to the Attorney
General by the Federal Trade Commission (“Commission” or “FTC”), filed its Complaint for
Civil Penalties, Injunction, and Other Relief (“Complaint”) for civil penalties and other equitable
relief in this matter, pursuant to Sections 5(a), 5(l), 13(b), and 16(a)(1) of the Federal Trade
Commission Act (“FTC Act”), 15 U.S.C. §§ 45(a), 45(l), 53(b), and 56(a)(1). Defendant has
waived service of the summons and the Complaint. Plaintiff and Defendant stipulate to the entry
of this Stipulated Order for Civil Penalty, Monetary Judgment, and Injunctive Relief (“Stipulated
Order”) to resolve the claims for civil penalties and injunctive relief set forth in the Complaint.
The parties have consented to entry of this Stipulated Order to resolve any and all claims
that Defendant, its officers, and directors, prior to June 12, 2019, violated the Commission’s
Decision and Order in In re Facebook, Inc., C-4365, 2012 FTC LEXIS 135 (F.T.C. July 27,
2012). Furthermore, this Stipulated Order resolves all consumer-protection claims known by the
FTC prior to June 12, 2019, that Defendant, its officers, and directors violated Section 5 of the

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FTC Act. The FTC and the United States specifically reserve all other claims. For purposes of
this paragraph, “Defendant” shall mean Facebook, Inc., its successors and assigns, acting directly,
or through any corporation, company, subsidiary, division, affiliate, website, or other device that it
directly or indirectly controls.
THEREFORE, IT IS ORDERED as follows:
FINDINGS
1.

This Court has jurisdiction over the subject matter and all of the parties.

2.

Venue is proper as to all parties in this District.

3.

The Complaint states a claim upon which relief may be granted against Defendant under

Sections 5(a), 5(l), 13(b), and 16(a)(1) of the FTC Act, 15 U.S.C. §§ 45(a), 45(l), 52, 53(b), and
56(a)(1), including for violations of Parts I and IV of the Commission’s Decision and Order in
In re Facebook, Inc., C-4365, 2012 FTC LEXIS 135 (F.T.C. July 27, 2012).
4.

Defendant’s activities are “in or affecting commerce,” as defined in Section 4 of the FTC

Act, 15 U.S.C. § 44.
5.

Defendant waives any claim that it may have under the Equal Access to Justice Act,

28 U.S.C. § 2412, concerning the prosecution of this action through the date of this Stipulated
Order, and agrees to bear its own costs and attorney’s fees.
6.

Defendant neither admits nor denies any of the allegations in the Complaint, except as

specifically stated in the Decision and Order set forth in Attachment A. Only for purposes of this
action, Defendant admits the facts necessary to establish jurisdiction.
7.

Defendant and Plaintiff waive all rights to appeal or otherwise challenge or contest the

validity of this Stipulated Order.

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I.

MONETARY JUDGMENT FOR CIVIL PENALTY

IT IS FURTHER ORDERED that:
A.

Judgment in the amount of FIVE BILLION dollars ($5,000,000,000.00) is entered in favor

of Plaintiff against Defendant as a civil penalty pursuant to Section 5(l) of the FTC Act, 15 U.S.C.
§ 45(l).
B.

Defendant is ordered to pay to Plaintiff, by making payment to the Treasurer of the United

States, FIVE BILLION dollars ($5,000,000,000.00), which, as Defendant stipulates, its
undersigned counsel holds in escrow for no purpose other than payment to Plaintiff. Such
payment must be made within 7 days of entry of this Stipulated Order by electronic fund transfer
in accordance with instructions specified by a representative of Plaintiff.
C.

In the event of any default in payment, the entire unpaid amount, together with interest, as

computed pursuant to 28 U.S.C. § 1961 from the date of default to the date of payment, shall
immediately become due and payable.
D.

Defendant relinquishes dominion and all legal and equitable right, title, and interest to all

funds paid pursuant to this Stipulated Order. Defendant shall make no claim to or demand for
return of the funds, directly or indirectly, through counsel or otherwise.
E.

Defendant agrees that the facts alleged in the Complaint will be taken as true, without

further proof, only in any subsequent civil litigation by Plaintiff to enforce its rights to any
payment or monetary judgment pursuant to this Stipulated Order.
F.

Defendant acknowledges that its Taxpayer Identification Numbers (Social Security

Numbers or Employer Identification Numbers), which Defendant has previously submitted to
Plaintiff, may be used for collecting and reporting on any delinquent amount arising out of this
Stipulated Order, in accordance with 31 U.S.C. § 7701.

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II.

MODIFICATION OF DECISION AND ORDER

IT IS FURTHER ORDERED that Defendant, and its successors and assigns, shall consent
to: (i) reopening of the proceeding in FTC Docket No. C-4365; (ii) waiver of its rights under the
show cause procedures set forth in Section 3.72(b) of the Commission’s Rules of Practice,
16 C.F.R. § 3.72(b); and (iii) modifying the Decision and Order in In re Facebook, Inc., C-4365,
2012 FTC LEXIS 135 (F.T.C. July 27, 2012), with the Decision and Order set forth in
Attachment A.
III.

ADDITIONAL PROVISIONS

IT IS FURTHER ORDERED that Defendant shall provide to the Department of Justice
copies of all of the reports, assessments, notifications, certifications, and other documents required
or requested under Parts VII.E.2.e, VIII.A, VIII.H, IX, XI.A, XI.B, XII.A, and XIII of the
Decision and Order set forth in Attachment A. Such documents shall be furnished to the Director
of the Department of Justice’s Consumer Protection Branch. Defendant agrees that the
Department of Justice shall have the same rights as the Commission (as given in the Decision and
Order set forth in Attachment A) to request such documents, subject to any applicable law or
regulation. Furthermore, Defendant agrees that the Department of Justice shall have the same
rights as the Commission to engage in compliance monitoring as provided by Part XV of the
Decision and Order set forth in Attachment A, as well as the same right as the Associate Director
for Enforcement for the Bureau of Consumer Protection at the Commission provided under
Part VIII.B to approve the person(s) selected to conduct the Assessments described in Part VIII of
the Decision and Order set forth in Attachment A, subject to any applicable law or regulation. For
purposes of this paragraph, “Defendant” shall have the same definition and scope as the definition
of “Respondent” in Paragraph Q on page 4 of the Decision and Order set forth in Attachment A.

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IV.

CONTINUING JURISDICTION

IT IS FURTHER ORDERED that this Court shall retain jurisdiction in this matter for
purposes of construction, modification, and enforcement of this Stipulated Order.

SO ORDERED this

day of

, 2019.

UNITED STATES DISTRICT JUDGE

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SO STIPULATED AND AGREED:
FOR THE UNITED STATES
JOSEPH H. HUNT
Assistant Attorney General
Civil Division
_ YID M. MORRELL
,., DA
Deputy Assistant Attorney General

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Dated: July i!-�, 2019

---

(997162)
Director
Consumer Protection Branch

ANDREW E. CLARK
Assistant Director
LISA K. HSIAO (444890)
Senior Litigation Counsel
PATRICK R. RUNKLE
JASON LEE
Trial Attorneys
Consumer Protection Branch
.S. Department of Justice
P.O. Box 386
Washington. DC 20044-0386
Telephone: (202) 532-4892
Fax: (202) 514-8742
Lisa.K.Hsiao@usdoj.gov
Patrick.R.Runkle@usdoj.gov
Jason.Lee3@usdoj.gov
Counsel for the United States

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FOR FEDERAL TRADE COMMISSION

Dated: July;)__l_, 2019

JAMES A. KOHM (426342)
Associate Director for Enforcement
LAURA KOSS (441848)
Assistant Director for Enforcement

REENAH L. KIM (478611)
LINDA HOLLERAN KOPP (472355)
Attorneys
Federal Trade Commission
600 Pennsylvania Avenue, NW,
Mail Stop CC-9528
Washington, DC 20580
(202) 326-2167 (Moore) -2272 (Kim), -2267
(Kopp), -3197 (fax)
rmoore@ftc.gov; rkiml@ftc.gov;
lkopp@ftc.gov

Counsel for Federal Trade Commission

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FOR DEFENDANT
FACE BOOK, INC.

Dated: July 1-'), 2019
Chief Executive Otlicer

Facebook, Inc.

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Dated: JulyZ.2.:,-,. 2019

C�STR�

Vice President
Facebook, Inc.

Dated: July

J,P, 2019
Gibson, Dunn & Crutcher LLP
1050 Connecticut Ave. NW
Washington, DC 20036
(202) 955-8500 (telephone)
(202) 467-0539 (facsimile)
S Royal l@gibsondunn.com
Counselfor Facebook, Inc.

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ATTACHMENT A
[182 3109]
UNITED STATES OF AMERICA
FEDERAL TRADE COMMISSION

In the Matter of
Docket No. C-4365
FACEBOOK, Inc.,
a corporation.

DECISION AND ORDER
The Federal Trade Commission (“Commission”) initiated an investigation of certain acts
and practices of the Respondent named in the caption. The Commission’s Bureau of Consumer
Protection (“BCP”) prepared and furnished to Respondent a draft Complaint. BCP proposed to
present the draft Complaint to the Commission for its consideration. If issued by the Commission,
the draft Complaint would charge the Respondent with violations of the Federal Trade Commission
Act (“FTC Act”), 15 U.S.C. §§ 45(a)(1) and (l), 53(b), and 56(a)(1).
The Commission considered the matter and determined that it had reason to believe that
Respondent has violated the Decision and Order the Commission previously issued in the matter In
re Facebook, Inc., C-4365, 2012 FTC LEXIS 135 (F.T.C. July 27, 2012) and the FTC Act, and that
a Complaint should issue stating its charges in that respect. After due consideration, the
Commission issues its Complaint, makes the following Findings, and issues the following Order:
FINDINGS
1.

This Court has jurisdiction over this matter.

2.
The Complaint charges violations of Section 5 of the FTC Act, 15 U.S.C. § 45, and
violations of Parts I and IV of an order previously issued by the Commission, 15 U.S.C.
§ 56(a)(1).
3.
Respondent waives any claim that it may have under the Equal Access to Justice Act, 28
U.S.C. § 2412, concerning the prosecution of this action through the date of this Order, and agrees
to bear its own costs and attorney fees.
4.
Respondent and the Commission waive all rights to appeal or otherwise challenge or
contest the validity of this Order.

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5.
Respondent neither admits nor denies any of the allegations in the Complaint, except as
specifically stated in the Decision and Order. Only for purposes of this action, Respondent admits
the facts necessary to establish jurisdiction.
DEFINITIONS
For the purpose of this Order, the following definitions apply:
A.
“Affected Facial Recognition User” means any User who has a “Tag Suggestions”
setting as of the effective date of this Order, and any User who signs up for Respondent’s service
after the effective date of this Order and has received the “Tag Suggestions” setting.
B.
“Clear(ly) and Conspicuous(ly)” means that a required disclosure is difficult to miss (i.e.,
easily noticeable) and easily understandable by ordinary consumers, including in all of the
following ways:
1.
In any communication that is solely visual or solely audible, the disclosure must be
made through the same means through which the communication is presented. In any
communication made through both visual and audible means, such as a video or television
advertisement, the disclosure must be presented simultaneously in both the visual and
audible portions of the communication even if the representation requiring the disclosure is
made in only one means.
2.
A visual disclosure, by its size, contrast, location, the length of time it appears, and
other characteristics, must stand out from any accompanying text or other visual elements
so that it is easily noticed, read, and understood.
3.
An audible disclosure, including by telephone or streaming video, must be
delivered in a volume, speed, and cadence sufficient for ordinary consumers to easily hear
and understand it.
4.
In any communication using an interactive electronic medium, such as the Internet
or software, the disclosure must be unavoidable.
5.
The disclosure must use diction and syntax understandable to ordinary consumers
and must appear in each language in which the representation that requires the disclosure
appears.
6.
The disclosure must comply with these requirements in each medium through
which it is received, including all electronic devices and face-to-face communications.
7.
The disclosure must not be contradicted or mitigated by, or inconsistent with,
anything else in the communication.
8.
When the representation or sales practice targets a specific audience, such as
children, the elderly, or the terminally ill, “ordinary consumers” includes reasonable

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members of that group.
C.
“Covered Incident” means any instance in which Respondent has verified or otherwise
confirmed that the Covered Information of 500 or more Users was or was likely to have been
accessed, collected, used, or shared by a Covered Third Party in violation of Respondent’s
Platform Terms.
D.
“Covered Information” means information from or about an individual consumer
including, but not limited to: (a) a first or last name; (b) geolocation information sufficient to
identify a street name and name of city or town; (c) an email address or other online contact
information, such as an instant messaging User identifier or a screen name; (d) a mobile or other
telephone number; (e) photos and videos; (f) Internet Protocol (“IP”) address, User ID, or other
persistent identifier that can be used to recognize a User over time and across different devices,
websites or online services; (g) a Social Security number; (h) a driver’s license or other
government issued identification number; (i) financial account number; (j) credit or debit
information; (k) date of birth; (l) biometric information; (m) any information combined with any
of (a) through (l) above; or (n) Nonpublic User Information.
E.
“Covered Third Party” means any individual or entity that uses or receives Covered
Information obtained by or on behalf of Respondent outside of a User-initiated transfer of
Covered Information as part of a data portability protocol or standard, other than: (1) a service
provider of Respondent that (i) uses the Covered Information for and at the direction of
Respondent and no other individual or entity and for no other purpose; and (ii) does not disclose
the Covered Information, or any individually identifiable information derived from such Covered
Information, except for, and at the direction of, Respondent, for the purpose of providing services
requested by a User and for no other purpose; or (2) any entity that uses the Covered Information
only as reasonably necessary: (i) to comply with applicable law, regulation, or legal process, or
(ii) to enforce Respondent’s terms of use, or (iii) to detect, prevent, or mitigate fraud or security
vulnerabilities.
F.
“Facial Recognition Template” means data, such as a unique combination of numbers or
other alphanumeric characters, that is used to predict if the face of a specific User is represented in
an image or other visual content.
G.
“Independent Director” means a member of the Board of Directors other than an
executive officer or employee of Respondent or any other individual having a relationship that, in
the opinion of the Independent Nominating Committee, would interfere with the exercise of
independent judgment in carrying out the responsibilities of such director.
H.
“Independent Privacy Committee” means a committee of Respondent’s Board of
Directors, consisting of Independent Directors, all of whom meet the Privacy and Compliance
Baseline Requirements.
I.
“Independent Nominating Committee” means a committee of Respondent’s Board of
Directors, consisting of Independent Directors, the charter of which will encompass, among other
things, approving for nomination individuals to the Respondent’s Board of Directors and to the

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Independent Privacy Committee.
J.
“Integrity” means the protection of information from unauthorized destruction,
corruption, or falsification.
K.
“Nonpublic User Information” means any User profile information (i.e., information that
a User adds to or is listed on a User’s Facebook profile), or User-generated content (e.g., status
updates, photos), that is restricted by one or more Privacy Setting(s).
L.
“Platform Terms” means Respondent’s written terms, policies, and procedures relating to
the privacy, confidentiality, or Integrity of Covered Information that apply to Covered Third
Parties.
M.
“Principal Executive Officer” shall mean Mark Zuckerberg for so long as he serves as
Chief Executive Officer or President of Respondent, or such other officer (regardless of title) that
is designated in Respondent’s Bylaws or by resolution of the Board of Directors as having the
duties of the principal executive officer of Respondent, acting solely in his official capacity on
behalf of Respondent; or if Mark Zuckerberg no longer serves in such a position, then such other
individual serving as the Chief Executive Officer of Respondent, or such other officer (regardless
of title) that is designated in Respondent’s Bylaws or by resolution of the Board of Directors as
having the duties of the principal executive officer of Respondent, acting solely in his or her
official capacity on behalf of Respondent. In the event that Mark Zuckerberg is not the Principal
Executive Officer and such position is jointly held by two or more persons, then each of such
persons shall be deemed to be a Principal Executive Officer.
N.
“Privacy and Compliance Baseline Requirements” shall refer to the requirements that,
in the opinion of the Independent Nominating Committee, a member of the Independent Privacy
Committee has (1) the ability to understand corporate compliance and accountability programs
and to read and understand data protection and privacy policies and procedures, and (2) such other
relevant privacy and compliance experience reasonably necessary to exercise his or her duties on
the Independent Privacy Committee.
O.
“Privacy Setting” includes any control or setting provided by Respondent that allows a
User to restrict which individuals or entities can access or view Covered Information.
P.
“Representatives” means Respondent’s officers, agents, servants, employees, attorneys,
and those persons in active concert or participation with them who receive actual notice of this
Order by personal service or otherwise.
Q.
“Respondent” means Facebook, Inc. (“Facebook”), its successors and assigns, acting
directly, or through any corporation, company, subsidiary, division, affiliate, website, or other
device that it directly or indirectly controls. For purposes of Parts VII and VIII, Respondent
means Facebook, and its successors and assigns, and WhatsApp Inc., and its successors and
assigns.
R.

“User” means an identified individual from whom Respondent has obtained information

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for the purpose of providing access to Respondent’s products and services.
I.

PROHIBITION AGAINST MISREPRESENTATIONS

IT IS ORDERED that Respondent, including Representatives of Respondent, in
connection with any product or service, shall not misrepresent in any manner, expressly or by
implication, the extent to which Respondent maintains the privacy or security of Covered
Information, including, but not limited to:
A.

Its collection, use, or disclosure of any Covered Information;

B.
The extent to which a consumer can control the privacy of any Covered Information
maintained by Respondent and the steps a consumer must take to implement such controls;
C.
The extent to which Respondent makes or has made Covered Information accessible to
third parties;
D.
The steps Respondent takes or has taken to verify the privacy or security protections that
any third party provides;
E.
The extent to which Respondent makes or has made Covered Information accessible to
any third party following deletion or termination of a User’s account with Respondent or during
such time as a User’s account is deactivated or suspended; and
F.
The extent to which Respondent is a member of, adheres to, complies with, is certified by,
is endorsed by, or otherwise participates in any privacy or security program sponsored by a
government or any self-regulatory or standard-setting organization, including but not limited to
the EU-U.S. Privacy Shield framework, the Swiss-U.S. Privacy Shield framework, and the APEC
Cross-Border Privacy Rules.
II.

CHANGES TO SHARING OF NONPUBLIC USER INFORMATION

IT IS FURTHER ORDERED that Respondent and its Representatives, in connection with
any product or service, in or affecting commerce, prior to any sharing of a User’s Nonpublic User
Information by Respondent with any Covered Third Party, which materially exceeds the
restrictions imposed by a User’s Privacy Setting(s), shall:
A.
Clearly and Conspicuously disclose (such as in a stand-alone disclosure or notice) to the
User, separate and apart from any “privacy policy,” “data use policy,” “statement of rights and
responsibilities” page, or other similar document: (1) the categories of Nonpublic User
Information that will be disclosed to such Covered Third Parties, (2) the identity or specific
categories of such Covered Third Parties, and (3) that such sharing exceeds the restrictions
imposed by the Privacy Setting(s) in effect for the User; and
B.

Obtain the User’s affirmative express consent.
Nothing in Part II will (1) limit the applicability of Part I of this Order; or (2) require

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Respondent to obtain affirmative express consent for sharing of a User’s Nonpublic User
Information initiated by another User authorized to access such information, provided that such
sharing does not materially exceed the restrictions imposed by a User’s Privacy Setting(s).
Respondent may seek modification of this Part pursuant to 15 U.S.C. § 45(b) and 16 C.F.R.
§ 2.51(b) to address relevant developments that affect compliance with this Part, including, but
not limited to, technological changes and changes in methods of obtaining affirmative express
consent.
III.

DELETION OF INFORMATION

IT IS FURTHER ORDERED that Respondent and its Representatives, in connection with
any product or service, must ensure that Covered Information cannot be accessed by any Covered
Third Party from servers under Respondent’s control after a reasonable period of time, not to
exceed thirty (30) days, from the time that the User has deleted such information or deleted or
terminated his or her account, except as required by law or where necessary to protect the
Facebook website or its Users from fraud or illegal activity. Nothing in this Part shall be
construed to require Respondent to restrict access to any copy of Covered Information that has
been posted to Respondent’s websites or services by a User other than the User who deleted such
information or deleted or terminated such account.
Additionally, Respondent and its Representatives shall further implement procedures
designed to ensure that Covered Information entered by the User (such as User-generated content)
is deleted from servers under Respondent’s control, or is de-identified such that it is no longer
associated with the User’s account or device, within a reasonable period of time (not to exceed
120 days) from the time that the User has deleted such information, or his or her account, except
(1) as required by law; (2) where necessary for the safety and security of Respondent’s products,
services, and Users, including to prevent fraud or other malicious activity; (3) where stored solely
for backup or disaster recovery purposes (subject to a retention period necessary to provide a
reliable service); or (4) where technically infeasible given Respondent’s existing systems. If a
User deletes an individual piece of Covered Information but does not delete his or her account,
nothing in this paragraph shall be construed to require deletion or de-identification of metadata
(e.g., logs of User activity) that may remain associated with the User’s account after the User has
deleted such information. Respondent may seek modification of this paragraph pursuant to 15
U.S.C. § 45(b) and 16 C.F.R. § 2.51(b) to address relevant developments that affect compliance
with this paragraph, including, but not limited to, technological changes or changes in methods of
deleting data.

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IV.
LIMITATIONS ON THE USE OR SHARING OF TELEPHONE NUMBERS
SPECIFICALLY PROVIDED TO ENABLE ACCOUNT SECURITY FEATURES
IT IS FURTHER ORDERED that Respondent and its Representatives, in connection with
any product or service, shall not use for the purpose of serving advertisements, or share with any
Covered Third Party for such purpose, any telephone number that Respondent has identified
through its source tagging system as being obtained from a User prior to the effective date of this
Order for the specific purpose of enabling an account security feature designed to protect against
unauthorized account access (i.e., two-factor authentication, password recovery, and login alerts).
Nothing in Part IV will limit Respondent’s ability to use such telephone numbers if obtained
separate and apart from a User enabling such account security feature and in a manner consistent
with the requirements of this Order.
V.

COVERED INFORMATION AND USER PASSWORD SECURITY

IT IS FURTHER ORDERED that Respondent and its Representatives, in connection with
any product or service, must implement, and thereafter maintain, a comprehensive information
security program that is designed to protect the security of Covered Information. In addition to
any security-related measures associated with Respondent’s Privacy Program under Part VII of
this Order, the information security program must contain safeguards appropriate to Respondent’s
size and complexity, the nature and scope of Respondent’s activities, and the sensitivity of the
Covered Information. Specifically with respect to the collection, storage, transit, or use of User
passwords, such safeguards shall include:
A.
Not requesting or requiring, as part of the User log-in, authentication, or account creation
process, User passwords to independent, third-party consumer applications, websites, or other
services;
B.
Cryptographically protecting or otherwise securing User passwords when stored and when
in transit over the Internet or other similar transmission channel; and
C.
Implementing regular automated scans designed to detect whether any User passwords are
stored in plaintext within Respondent’s data warehouse, and cryptographically protecting,
deleting, or otherwise rendering unreadable any such passwords.

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VI.

FACIAL RECOGNITION TEMPLATES

IT IS FURTHER ORDERED that Respondent and its Representatives, in connection with any
product or service, in or affecting commerce, shall not create any new Facial Recognition Templates, and
shall delete any existing Facial Recognition Templates within ninety (90) days from the effective date of this
Order, for any Affected Facial Recognition User, unless Respondent Clearly and Conspicuously discloses
(such as in a stand-alone disclosure or notice), separate and apart from any “privacy policy,” “data policy,”
“statement of rights and responsibilities” page, or other similar documents, how Respondent will use, and to
the extent applicable, share, the Facial Recognition Template for such User, and obtains such User’s
affirmative express consent.
VII.

MANDATED PRIVACY PROGRAM

IT IS FURTHER ORDERED that Respondent, in connection with any product, service, or
sharing of Covered Information, shall establish and implement, and thereafter maintain a
comprehensive privacy program (“Privacy Program”) that protects the privacy, confidentiality,
and Integrity of the Covered Information collected, used, or shared by Respondent. To satisfy this
requirement, Respondent must, within 180 days of the effective date of this Order, at a minimum:
A.
Document in writing the content, implementation, and maintenance of the Privacy
Program that includes: (1) the documented risk assessment required under Part VII.D. of this
Order; (2) the documented safeguards required under Part VII.E. of this Order, including any
known alternative procedures that would mitigate the identified risks to the privacy,
confidentiality, or Integrity of the Covered Information, but which were not implemented and
each reason such procedure(s) were not implemented; (3) a description of the training required
under Part VII.G. of this Order; and (4) a description of the procedures adopted for implementing
and monitoring the Privacy Program, including procedures used for evaluating and adjusting the
Privacy Program as required under Part VII.J. of this Order;
B.
Provide the written program required under Part VII.A. of this Order, and any evaluations
thereof or adjustments thereto, to the Principal Executive Officer and to the Independent Privacy
Committee created in response to Part X of this Order at least once every twelve (12) months;
C.
Designate a qualified employee or employees to coordinate and be responsible for the
Privacy Program (“Designated Compliance Officer(s)”), one of whom will be the Chief Privacy
Officer for Product, subject to the reasonable approval of the Independent Privacy Committee, and
who may only be removed from such position by Respondent with an affirmative vote of a
majority of the Independent Privacy Committee;
D.
Assess and document, at least once every twelve (12) months, internal and external risks in
each area of its operation (e.g., employee training and management; developer operations;
partnerships with Covered Third Parties; sharing of Covered Information with Covered Third
Parties or Facebook-owned affiliates; product research, design, and development; and product
marketing and implementation) to the privacy, confidentiality, or Integrity of Covered Information
that could result in the unauthorized access, collection, use, destruction, or disclosure of such
information. Respondent shall further assess and document internal and external risks as
described above as they relate to a Covered Incident, promptly following verification or

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confirmation of such an incident, not to exceed thirty (30) days after the incident is verified or
otherwise confirmed;
E.
Design, implement, maintain, and document safeguards that control for the material
internal and external risks identified by Respondent in response to Part VII.D. Each safeguard
shall be based on the volume and sensitivity of the Covered Information that is at risk, and the
likelihood that the risk could be realized and result in the unauthorized access, collection, use,
destruction, or disclosure of the Covered Information.
1.
Specifically with respect to any Covered Third Party that obtains or otherwise has
access to Covered Information from Respondent for use in an independent, third-party
consumer application or website, such safeguards shall include:
a.
Requiring an annual self-certification by each Covered Third Party that
certifies: (i) its compliance with each of Respondent’s Platform Terms; and (ii) the
purpose(s) or use(s) for each type of Covered Information to which it requests or
continues to have access, and that each specified purpose or use complies with
Respondent’s Platform Terms;
b.
Denying or terminating access to any type of Covered Information that the
Covered Third Party fails to certify pursuant to Part VII.E.1.a.(ii) above, or, if the
Covered Third Party fails to complete the annual self-certification, denying or
terminating access to all Covered Information unless the Covered Third Party cures
such failure within a reasonable time, not to exceed thirty (30) days;
c.
Monitoring Covered Third Party compliance with Respondent’s Platform
Terms through measures including, but not limited to, ongoing manual reviews and
automated scans, and regular assessments, audits, or other technical and
operational testing at least once every twelve (12) months; and
d.
Enforcing against any Covered Third Party violations of Respondent’s
Platform Terms based solely on the severity, nature, and impact of the violation;
the Covered Third Party’s malicious conduct or history of violations; and
applicable law;
2.
Specifically with respect to Respondent’s collection, use, or sharing of Covered
Information in any new or modified product, service, or practice, such safeguards shall
include:
a.
Prior to implementing each new or modified product, service, or practice,
(i) conducting a privacy review that assesses the risks to the privacy,
confidentiality, and Integrity of the Covered Information, the safeguards in place to
control such risks, and the sufficiency of the User notice and, if necessary, consent;
and (ii) documenting a description of each reviewed product, service, or practice
that was ultimately implemented; any safeguards being implemented to control for
the identified risks; and the decision or recommendation made as a result of the

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review (e.g., whether the practice was approved, approved contingent upon
safeguards or other recommendations being implemented, or rejected);
b.
For each new or modified product, service, or practice that presents a
material risk to the privacy, confidentiality, or Integrity of the Covered Information
(e.g., a completely new product, service, or practice that has not been previously
subject to a privacy review; a material change in the sharing of Covered
Information with a Facebook-owned affiliate; a modified product, service, or
practice that includes a material change in the collection, use, or sharing of
Covered Information; a product, service, or practice directed to minors; or a
product, service, or practice involving health, financial, biometric, or other
similarly sensitive information), producing a written report (“Privacy Review
Statement”) that describes:
(i)
The type(s) of Covered Information that will be collected, and how
that Covered Information will be used, retained, and shared;
(ii)
The notice provided to Users about, and the mechanism(s), if any,
by which Users will consent to, the collection of their Covered Information
and the purposes for which such information will be used, retained, or
shared by Respondent;
(iii) Any risks to the privacy, confidentiality, or Integrity of the Covered
Information;
(iv)
The existing safeguards that would control for the identified risks to
the privacy, confidentiality, and Integrity of the Covered Information and
whether any new safeguards would need to be implemented to control for
such risks; and
(v)
Any other known safeguards or other procedures that would
mitigate the identified risks to the privacy, confidentiality, and Integrity of
the Covered Information that were not implemented, such as minimizing
the amount or type(s) of Covered Information that is collected, used, and
shared; and each reason that those alternates were not implemented;
c.
The Designated Compliance Officer(s) shall deliver a quarterly report
(“Quarterly Privacy Review Report”) to the Principal Executive Officer and to the
Assessor that provides: (i) a summary of the Privacy Review Statements generated
during the prior fiscal quarter under Part VII.E.2.b, including a detailed discussion
of the material risks to the privacy, confidentiality, and Integrity of the Covered
Information that were identified and how such risks were addressed; (ii) an
appendix with each Privacy Review Statement generated during the prior fiscal
quarter under Part VII.E.2.b; and (iii) an appendix that lists all privacy decisions
generated during the prior fiscal quarter under Part VII.E.2.a;

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d.
The appendices required under Part VII.E.2.c.(ii) and (iii) shall be provided
to the Assessor no fewer than twenty-one (21) days in advance of the quarterly
meeting of the Independent Privacy Committee as specified in Part X.A.5. A copy
of the summary in the Quarterly Privacy Review Report required under
VII.E.2.c.(i) shall be provided to Assessor no fewer than fourteen (14) days in
advance of the quarterly meeting; and
e.
A copy of the Quarterly Privacy Review Report shall also be furnished,
upon request, to the Commission;
3.
Specifically with respect to Respondent’s employees’ access to Covered
Information maintained in Respondent’s data warehouse(s), such safeguards shall include
designing, implementing, and maintaining access policies and controls that limit employee
access to any table(s) or other comparable data storage units known to contain Covered
Information to only those employees with a business need to access such Covered
Information;
4.
Specifically with respect to Respondent’s sharing of Covered Information with any
other Facebook-owned affiliate, Respondent shall design, implement, maintain, and
document safeguards that control for risks to the privacy, confidentiality, and Integrity of
such Covered Information, based on the volume and sensitivity of such Covered
Information that is at risk, and the likelihood that the risk could be realized and result in
the unauthorized access, collection, use, destruction, or disclosure of the Covered
Information; and
5.

Specifically with respect to facial recognition, such safeguards shall include:
a.
Prior to using or sharing any Facial Recognition Template for a User in a
manner that materially exceeds the types of uses or sharing disclosed to that User at
the time that User’s consent was previously obtained,
(i)
Clearly and Conspicuously disclosing (such as in a stand-alone
disclosure or notice), separate and apart from any “privacy policy,” “data
policy,” “statement of rights and responsibilities” page, or other similar
document, how Respondent will use or, to the extent applicable, share, such
Facial Recognition Template; and
(ii)

Obtaining the User’s affirmative express consent;

b.
Nothing in this provision shall limit Respondent’s ability to use Facial
Recognition Templates for fraud prevention or remediation, or protecting the
safety, reliability and security of Respondent’s platform or Users, so long as
Respondent discloses these types of uses in Respondent’s privacy policy or similar
document;

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F.
Assess, monitor, and test, at least once every twelve (12) months and promptly (not to
exceed thirty (30) days) following the resolution of a Covered Incident, the effectiveness of any
safeguards put in place pursuant to Part VII.E. of this Order to address the risks to the privacy,
confidentiality, or Integrity of Covered Information, and modify the Privacy Program based on the
results;
G.
Establish regular privacy training programs for all employees on at least an annual basis,
updated to address any internal or external risks identified by Respondent in Part VII.D. of this
Order and safeguards implemented pursuant to Part VII.E. of this Order, that includes training on
the requirements of this Order;
H.
Select and retain service providers capable of safeguarding Covered Information they
receive from Respondent, and contractually require service providers to implement and maintain
safeguards for Covered Information;
I.
Consult with, and seek appropriate guidance from, independent, third-party experts on data
protection and privacy in the course of establishing, implementing, maintaining, and updating the
Privacy Program; and
J.
Evaluate and adjust the Privacy Program in light of any material changes to Respondent’s
operations or business arrangements, a Covered Incident, new or more efficient technological or
operational methods to control for the risks identified in Part VII.D. of this Order, and any other
circumstances that Respondent knows or has reason to believe may have a material impact on the
effectiveness of the Privacy Program. Respondent may make this evaluation and adjustment to
the Privacy Program at any time, but must, at a minimum, evaluate the Privacy Program at least
once every twelve (12) months and modify the Privacy Program as necessary based on the results.
VIII.

INDEPENDENT PRIVACY PROGRAM ASSESSMENTS

IT IS FURTHER ORDERED that, in connection with compliance with Part VII of this Order
titled Mandated Privacy Program, Respondent must obtain initial and biennial assessments
(“Assessments”):
A.
The Assessment must be obtained from one or more qualified, objective, independent
third-party professionals (“Assessor(s)”), selected by the Respondent, subject to the reasonable
approval of the Independent Privacy Committee and subject to Part VIII.B, who: (1) uses
procedures and standards generally accepted in the profession; (2) conducts an independent
review of the Mandated Privacy Program; and (3) retains all documents relevant to each
Assessment for five (5) years after completion of such Assessment and furnishes such documents
to the Commission within ten (10) days of receipt of a written request from a representative of the
Commission. No documents may be withheld by the Assessor on the basis of a claim of
confidentiality, proprietary or trade secrets, work product protection, attorney client privilege,
statutory exemption, or any similar claim;
B.
For each Assessment, Respondent must provide the Associate Director for Enforcement
for the Bureau of Consumer Protection at the Federal Trade Commission (“Associate Director”)
with the name(s) and affiliation(s) of the person(s) selected to conduct the Assessment, which the

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Associate Director shall have the authority to approve;
C.
The reporting period for the Assessments must cover: (1) the first 180 days after the
Privacy Program has been put in place for the initial Assessment; and (2) each two-year period
thereafter for twenty (20) years after issuance of the Order for the biennial Assessments;
D.
Each Assessment must: (1) determine whether Respondent has implemented and
maintained the Privacy Program required by Part VII.A-J of this Order, titled Mandated Privacy
Program; (2) assess the effectiveness of Respondent’s implementation and maintenance of each
subpart in Part VII of this Order; (3) identify any gaps or weaknesses in the Privacy Program; and
(4) identify specific evidence (including, but not limited to, documents reviewed, sampling and
testing performed, and interviews conducted) examined to make such determinations,
assessments, and identifications, and explain why the evidence that the Assessor examined is
sufficient to justify the Assessor’s findings. To the extent that Respondent revises, updates, or
adds one or more safeguards required under Part VII.E. of this Order in the middle of an
Assessment period, the Assessment shall assess the effectiveness of the revised, updated, or added
safeguard(s) for the time period in which it was in effect, and provide a separate statement
detailing the basis for each revised, updated, or additional safeguard;
E.
Respondent and its Representatives must disclose all material facts to the Assessor(s), and
must not misrepresent in any manner, expressly or by implication, any fact material to the
Assessor(s)’ (1) determination of whether Respondent has implemented and maintained the
Mandated Privacy Program required by Part VII of this Order; (2) assessment of the effectiveness
of the implementation and maintenance of subparts VII.A-J of this Order; or (3) identification of
any gaps or weaknesses to the Mandated Privacy Program;
F.
Respondent and its Representatives, whether acting directly or indirectly, must provide or
otherwise make available to the Assessor all information and material in their possession, custody,
or control that is relevant to the Assessment for which there is no reasonable claim of privilege;
G.
No finding of any Assessment shall rely primarily on assertions or attestations by
Respondent’s management. The Assessment shall be signed by the Assessor and shall state that
the Assessor conducted an independent review of the Mandated Privacy Program, and did not rely
primarily on assertions or attestations by Respondent’s management;
H.
Each Assessment must be completed within sixty (60) days after the end of the reporting
period to which the Assessment applies. Unless otherwise directed by a Commission
representative in writing, Respondent must submit each Assessment to the Commission within ten
(10) days after the Assessment has been completed via email to DEbrief@ftc.gov or by overnight
courier (not the U.S. Postal Service) to Associate Director for Enforcement, Bureau of Consumer
Protection, Federal Trade Commission, 600 Pennsylvania Avenue NW, Washington, DC 20580.
The subject line must begin, “In re Facebook, Inc., FTC File No. 182-3109.” Each Assessment
shall be retained by Respondent until this Order is terminated, and shall be provided to the
Associate Director within ten (10) days of Request; and

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I.
The Assessor may only be removed by Respondent from such position, subject to Part
VIII.B, with the affirmative vote of a majority of the Independent Privacy Committee.
IX.

COVERED INCIDENT REPORTS

IT IS FURTHER ORDERED that Respondent must submit a report within thirty (30) days
following Respondent’s verification or confirmation of a Covered Incident, and subsequently
updated every thirty (30) days until the incident is fully investigated and any remediation efforts
are fully implemented, to the Assessor(s) and to the Commission, that includes, to the extent
possible:
A.

The date, estimated date, or estimated date range when the Covered Incident occurred;

B.
An overview of the facts relating to the Covered Incident, including the causes of the
Covered Incident;
C.
A description of each type of Covered Information that was accessed, collected, used,
destroyed, or shared without the User’s authorization or consent;
D.
The number of Users whose Covered Information was accessed, collected, used,
destroyed, or shared without the User’s authorization or consent; and
E.
An overview of the acts, if any, that Respondent has taken to date to remediate the
Covered Incident and protect Covered Information from further exposure or access.
Unless otherwise directed by a Commission representative in writing, all reports to the
Commission pursuant to this Order must be emailed to Debrief@ftc.gov or sent by overnight
courier (not the U.S. Postal Service) to Associate Director for Enforcement, Bureau of Consumer
Protection, Federal Trade Commission, 600 Pennsylvania Avenue, NW, Washington, DC 20580.
The subject line must begin, “In re Facebook, Inc., FTC File No. 182-3109.”
X.

MANDATED INDEPENDENT PRIVACY COMMITTEE AND OTHER
GOVERNANCE MATTERS

IT IS FURTHER ORDERED that:
A.
Within one hundred and twenty (120) days after entry of this Order, Respondent shall
create the Independent Privacy Committee, including adopting a new committee charter or
amending the charter of an existing committee. The adopted or amended charter for such
committee shall include the following qualifications, authority, and responsibilities, including:
1.

The committee shall hold at least four regularly-scheduled meetings each year;

2.
Each member of the committee shall be an Independent Director, and each of the
members of the committee shall meet the Privacy and Compliance Baseline Requirements;
3.

Each quarter, the Respondent shall cause the committee to receive a briefing from

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management regarding (i) the state of the Privacy Program, (ii) Respondent’s compliance
with the Order, and (iii) material risks to the privacy, confidentiality, and Integrity of the
Covered Information that have been discovered since the most recent meeting of the
committee or that were raised by management in a prior meeting with the committee and
continue to persist;
4.
On at least an annual basis, management shall conduct a review for the committee
of the Privacy Program and discuss Respondent’s assessment of material risks to the
privacy, confidentiality, and Integrity of the Covered Information and the steps
Respondent has taken or plans to take to monitor or mitigate such risks, including
Respondent’s procedures and any related policies with respect to risk assessment and risk
management;
5.
The committee shall meet with the Assessor at least quarterly, and at the
conclusion of each biennial Assessment;
a.
At each quarterly meeting, the Assessor shall review with management and
the committee (i) the Assessor’s ongoing assessment of the Privacy Program, and
(ii) any material risks to the privacy, confidentiality, and Integrity of the Covered
Information that have been identified by the Assessor since the Assessor’s most
recent meeting with the committee, or that were raised by the Assessor in a prior
meeting with the committee and continue to persist;
b.
At each quarterly meeting, the committee (together with any other
Independent Directors in attendance) shall meet with the Assessor in an executive
session without management present to discuss matters involving the Assessment
or other privacy-related issues or risks, as appropriate; and
c.
At the meeting to review the biennial Assessment with the Assessor, the
Assessor and the committee shall review the various elements of the Assessment,
as well as (1) any material issues raised by the most recent Assessment or material
unresolved issues from prior Assessments, and (2) in an executive session without
management present, any problems or difficulties with management. Following
the review of the biennial Assessment (at either the same meeting or the following
meeting), management shall review with the committee its proposed remediation
plans to address any such issues raised in the Assessment; and
6.
The committee shall evaluate the independence of the Assessor, and the Assessor
shall not be appointed or removed by Respondent, subject to Part VIII.B, without the prior
approval of a majority of the committee;
B.
Within one hundred and twenty (120) days after entry of this Order, Respondent shall
create the Independent Nominating Committee, including adopting a new committee charter or
amending the charter of an existing committee to provide that such committee shall have the
following authority and responsibilities, including:
1.
The committee shall have the sole authority to recommend the appointment of
directors, or the nomination of candidates for election, to Respondent’s Board of Directors,

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such that Respondent’s Board of Directors may not approve any such appointment or
nomination in the absence of a favorable recommendation from the committee;
2.
The committee shall have the sole authority to recommend the appointment of
directors to, or the removal of directors from, the Independent Privacy Committee, such
that Respondent’s Board of Directors may not approve any such appointment or removal
in the absence of a favorable recommendation from the committee; and
3.
The committee shall determine whether the members of the Independent Privacy
Committee qualify as Independent Directors and whether each member of the Independent
Privacy Committee meets the Privacy and Compliance Baseline Requirements. The
foregoing determinations shall be made prior to, or concurrent with, the formation of the
Independent Privacy Committee for the initial members; and prior to, or concurrent with,
the appointment of each new director to the Independent Privacy Committee for future
members;
C.
Within one hundred and eighty (180) days after entry of this Order, Respondent shall
adopt and file an amendment to Respondent’s Certificate of Incorporation (the “Charter
Amendment”) in accordance with applicable Delaware law modifying the provisions of Article
VI, Section 4 thereof with respect to the removal of directors as set forth in the form attached
hereto as Exhibit 1, for the purpose of adding a new Article VI, Section 4(b) (hereafter
“Supplemental Removal Provision”). Respondent shall not further alter or amend the
Supplemental Removal Provision of Respondent’s Certificate of Incorporation for the term of the
Order. Notwithstanding the foregoing, in the event that, prior to the effectiveness of the Charter
Amendment, any person commences any legal or administrative proceeding or action (an
“Action”), or any governmental or regulatory entity or body, or any court, tribunal, or judicial
body, in each case whether federal, state, or local, issues or grants any order, judgment, decision,
decree, injunction, or ruling that has the effect of delaying, restraining, enjoining, prohibiting, or
otherwise preventing the approval, filing, or effectiveness of the Charter Amendment
(individually or collectively, a “Restraint”) within 180 days after entry of this Order, that time
period shall be extended and Respondent shall be deemed to be in compliance with the Order so
long as: (a) Respondent diligently pursues in good faith the favorable resolution of such Action,
and (b) Respondent adopts and files the Charter Amendment in accordance with applicable
Delaware law as promptly as reasonably practicable following the resolution of the Action and at
such time as such Restraint (if any) is withdrawn, vacated, or terminated; and
D.
Nothing in this Order shall be construed to expand, modify, or alter the fiduciary duties of
the members of the Respondent’s Board of Directors or any committee thereof.
XI.

CERTIFICATIONS

IT IS FURTHER ORDERED that Respondent shall:
A.
Within forty-five (45) days after the end of each full fiscal quarter (but in no event later
than the first meeting of the Independent Privacy Committee with respect to such fiscal quarter (as
provided in Part X.A)) following the anniversary of the effective date of this Order, provide the
Commission with its certification, signed by the Principal Executive Officer and the Designated

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Compliance Officer(s) on behalf of Respondent, that, with respect to such fiscal quarter: (1)
Respondent has established, implemented, and maintained a Privacy Program that complies in all
material respects with the requirements of Part VII of this Order; and (2) Respondent is not aware
of any material noncompliance with Part VII that has not been corrected or disclosed to the
Commission. In making this certification on behalf of Respondent, the Principal Executive
Officer shall rely, and be entitled to rely, solely on the following: (a) his or her personal
knowledge; (b) sub-certifications regarding compliance with Part VII, provided by knowledgeable
personnel charged with implementing the Privacy Program; and (c) the Principal Executive
Officer’s review of the summaries in the Quarterly Privacy Review Report required under Part
VII.E.2.c.(i) for such fiscal quarter, as well as any material issues raised in Covered Incident
Reports required under Part IX for such fiscal quarter. The Designated Compliance Officer(s)
shall rely, and be entitled to rely, solely on the following: (a) his or her personal knowledge; (b)
sub-certifications regarding compliance with Part VII, provided by knowledgeable personnel
charged with implementing the Privacy Program; (c) material issues identified in the Quarterly
Privacy Review Report required under Part VII.E.2.c.; and (d) material issues raised in the
Covered Incident Reports required under Part IX for such fiscal quarter; and
B.
Within forty-five (45) days after the end of the first full fiscal quarter (but in no event later
than the first meeting of the Independent Privacy Committee with respect to such fiscal quarter (as
provided in Part X.A.)) following the anniversary of the effective date of this Order and every
year thereafter, provide the Commission with its certification, signed by the Principal Executive
Officer and the Designated Compliance Officer(s) on behalf of Respondent, that: (1) Respondent
has established, implemented, and maintained the requirements of this Order in all material
respects; and (2) Respondent is not aware of any material noncompliance with this Order that has
not been corrected or disclosed to the Commission. In making this certification on behalf of
Respondent, the Principal Executive Officer shall rely, and be entitled to rely, solely on the
following: (a) his or her personal knowledge; (b) sub-certifications regarding compliance with
Part VII of this Order, provided by knowledgeable personnel charged with implementing the
Privacy Program; and (c) the Principal Executive Officer’s review of the written program required
under Part VII.A. of this Order and the summaries in the Quarterly Privacy Review Reports
required under Part VII.E.2.c.(i) for the preceding year, as well as any material issues raised in
Covered Incident Reports required under Part IX for the preceding year. The Designated
Compliance Officer(s) shall rely, and be entitled to rely, solely on the following: (a) his or her
personal knowledge; (b) sub-certifications regarding compliance with Part VII, provided by
knowledgeable personnel charged with implementing the Privacy Program; (c) material issues
identified in the Quarterly Privacy Review Reports required under Part VII.E.2.c. for the
preceding year; and (d) material issues raised in the Covered Incident Reports required under Part
IX for the preceding year.
Unless otherwise directed by a Commission representative in writing, Respondent shall submit all
certifications to the Commission pursuant to this Order via email to DEbrief@ftc.gov or by
overnight courier (not the U.S. Postal Service) to Associate Director for Enforcement, Bureau of
Consumer Protection, Federal Trade Commission, 600 Pennsylvania Avenue NW, Washington,
DC 20580. The subject line must begin, “In re Facebook, Inc., FTC File No. 182-3109.”

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XII.

ORDER ACKNOWLEDGMENTS

IT IS FURTHER ORDERED that Respondent obtain acknowledgments of receipt of this
Order:
A.
Respondent, within seven (7) days of entry of this Order, must submit to the Commission
an acknowledgment of receipt of this Order sworn under penalty of perjury;
B.
For five (5) years after entry of this Order, Respondent must deliver a copy of this Order
to: (1) all principals, officers, directors, and LLC managers and members; (2) all employees
having managerial responsibilities for conduct related to the subject matter of the Order and all
agents and representatives who participate in conduct related to the subject matter of the Order;
and (3) any business entity resulting from any change in structure as set forth in the Part titled
Compliance Reporting. Delivery must occur within seven (7) days of entry of this Order for
current personnel. For all others, delivery must occur before they assume their responsibilities;
and
C.
From each individual or entity to which Respondent delivered a copy of this Order,
Respondent must obtain, within thirty (30) days, a signed and dated acknowledgment of receipt of
this Order.
XIII.

COMPLIANCE REPORTING

IT IS FURTHER ORDERED that Respondent make timely submissions to the
Commission:
A.
One hundred eighty (180) days after entry of this Order, Respondent must submit a
compliance report, sworn under penalty of perjury, which: (1) identifies the primary physical,
postal, and email address and telephone number, as designated points of contact, which
representatives of the Commission may use to communicate with Respondent; (2) identifies all of
Respondent’s businesses by all of their names, telephone numbers, and physical, postal, email,
and Internet addresses; (3) describes the activities of each business; (4) describes in detail whether
and how Respondent is in compliance with each Part of this Order; and (5) provides a copy of
each Order Acknowledgment obtained pursuant to this Order, unless previously submitted to the
Commission;
B.
For twenty (20) years after entry of this Order, Respondent must submit a compliance
notice, sworn under penalty of perjury, within fourteen (14) days of any change in the following:
(1) any designated point of contact; (2) Respondent’s corporate structure; or (3) the structure of
any entity that Respondent has any ownership interest in or controls directly or indirectly that may
affect compliance obligations arising under this Order, including: creation, merger, sale, or
dissolution of the entity or any subsidiary, parent, or affiliate that engages in any acts or practices
subject to this Order;
C.
Respondent must submit to the Commission notice of the filing of any bankruptcy petition,
insolvency proceeding, or similar proceeding by or against Respondent within fourteen (14) days
of its filing;

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D.
Any submission to the Commission required by this Order to be sworn under penalty of
perjury must be true and accurate and comply with 28 U.S.C. § 1746, such as by concluding: “I
declare under penalty of perjury under the laws of the United States of America that, to the best of
my knowledge and reasonable belief, the foregoing is true and correct. Executed on: _____” and
supplying the date, signatory’s full name, title (if applicable), and signature; and
E.
Unless otherwise directed by a Commission representative in writing, all submissions to
the Commission pursuant to this Order must be emailed to DEbrief@ftc.gov or sent by overnight
courier (not the U.S. Postal Service) to: Associate Director for Enforcement, Bureau of Consumer
Protection, Federal Trade Commission, 600 Pennsylvania Avenue NW, Washington, DC 20580.
The subject line must begin: “In re Facebook, Inc., FTC File No. 182-3109.”
XIV.

RECORDKEEPING

IT IS FURTHER ORDERED that Respondent must create certain records for twenty (20)
years after entry of the Order, and retain each such record for five (5) years. Specifically,
Respondent must create and retain the following records:
A.
All widely-disseminated statements by Respondent or its Representatives that describe the
extent to which Respondent maintains and protects the privacy, security, and confidentiality of
any Covered Information, including, but not limited to, any statement related to a change in any
website or service controlled by Respondent that relates to the privacy of such information, along
with all materials relied upon in making such statements, and a copy of each materially different
Privacy Setting made available to Users (including screenshots/screencasts of Privacy Settings
and the User interfaces, consent flows, and paths a User must take to reach such settings);
B.
Records sufficient to identify the types of Covered Information that Respondent provides
or makes available to any Covered Third Party that is subject to the requirements of Part VII.E.1.,
including records identifying: (1) the specific data fields to which access was granted; (2) the
means by which the information was provided or made available; (3) the identity of the Covered
Third Party to which access was granted; (4) the self-certifications provided by the Covered Third
Party (as described in Part VII.E.1); and (5) the date(s) when access was provided;
C.
All consumer complaints directed at Respondent or forwarded to Respondent by a Covered
Third Party that relate to the conduct prohibited by this Order and any responses to such
complaints;
D.
Any documents, prepared by or on behalf of Respondent, that contradict, qualify, or call
into question Respondent’s compliance with this Order;
E.
Each materially different document relating to Respondent’s attempt to obtain the consent
of Users referred to in Part II titled Changes To Sharing Of Covered Information, along with
documents and information sufficient to show each User’s consent; and documents sufficient to
demonstrate, on an aggregate basis, the number of Users for whom each such Privacy Setting was
in effect at any time Respondent has attempted to obtain and/or been required to obtain such
consent;

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F.
All materials relied upon to prepare the Assessment, whether prepared by or on behalf of
Respondent, including but not limited to all plans, reports, studies, reviews, audits, audit trails,
policies, training materials, and assessments, for the compliance period covered by such
Assessment; and
G.
All records necessary to demonstrate full compliance with each Part of this Order,
including all submissions to the Commission.
XV.

COMPLIANCE MONITORING

IT IS FURTHER ORDERED that, for the purpose of monitoring Respondent’s compliance
with this Order:
A.
Within fourteen (14) days of receipt of a written request from a representative of the
Commission, Respondent must: submit additional compliance reports or other requested
information, which must be sworn under penalty of perjury; appear for depositions; and produce
documents for inspection and copying. The Commission is also authorized to obtain discovery,
without further leave of court, using any of the procedures prescribed by Federal Rules of Civil
Procedure 29, 30 (including telephonic depositions), 31, 33, 34, 36, 45, and 69;
B.
For matters concerning this Order, the Commission is authorized to communicate directly
with Respondent. Respondent must permit representatives of the Commission to interview any
employee or other person affiliated with Respondent who has agreed to such an interview. The
person interviewed may have counsel present; and
C.
The Commission may use all other lawful means, including posing, through its
representatives, as consumers, suppliers, or other individuals or entities, to Respondent or any
individual or entity affiliated with Respondent, without the necessity of identification or prior
notice. Nothing in this Order limits the Commission’s lawful use of compulsory process, pursuant
to Sections 9 and 20 of the FTC Act, 15 U.S.C. §§ 49, 57b-1.
XVI. ORDER EFFECTIVE DATES
IT IS FURTHER ORDERED that this Order is final and effective upon the date of its
publication on the Commission’s website (ftc.gov) as a final order. This Order will terminate 20
years from the date of its issuance, or 20 years from the most recent date that the United States or
the Commission files a complaint (with or without an accompanying settlement) in federal court
alleging any violation of this Order, whichever comes later; provided, however, that the filing of
such a complaint will not affect the duration of:
A. Any Part in this Order that terminates in less than 20 years;
B. This Order’s application to any Respondent that is not named as a defendant in such
complaint; and

20

 Case 1:19-cv-02184 Document 2-1 Filed 07/24/19 Page 29 of 31

C. This Order if such complaint is filed after the Order has terminated pursuant to this Part.
Provided, further, that if such complaint is dismissed or a federal court rules that the Respondent
did not violate any Part of the Order, and the dismissal or ruling is either not appealed or upheld
on appeal, then the Order will terminate according to this Part as though the complaint had never
been filed, except that the Order will not terminate between the date such complaint is filed and
the later of the deadline for appealing such dismissal or ruling and the date such dismissal or
ruling is upheld on appeal.

By the Commission.

April Tabor
Acting Secretary

SEAL:
ISSUED:

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 Case 1:19-cv-02184 Document 2-1 Filed 07/24/19 Page 30 of 31
Exhibit 1 to
Attachment A
ARTICLE VI: MATTERS RELATING TO THE BOARD OF DIRECTORS
4.

Term and Removal.

Each director shall hold office until such director’s successor is elected and qualified, or
(a)
until such director’s earlier death, resignation or removal. Any director may resign at any time upon notice
to the corporation given in writing or by any electronic transmission permitted in the corporation’s Bylaws
or in accordance with applicable law. No decrease in the number of directors constituting the Whole Board
shall shorten the term of any incumbent director.
(b)
Notwithstanding anything in this Section 4 of this Article VI to the contrary, subject to the
rights of the holders of any series of Preferred Stock with respect to directors elected thereby, from and
after the effectiveness of the Classified Board, no director may be removed except for cause and only by
the affirmative vote of the holders of at least a majority of the voting power of the then-outstanding shares
of capital stock of the corporation then entitled to vote at an election of directors voting together as a single
class.
For so long as the [Federal Trade Commission Decision & Order] (the “Order”) remains
(c)
in effect, (i) no director serving on the Independent Privacy Committee, as that term is defined in the Order
(any such director, a “Privacy Committee Delegate”), shall be removed solely for reasons related to actions
taken in good faith in furtherance of such Privacy Committee Delegate’s duties as a member of the
Independent Privacy Committee as set forth in the Order (a “Privacy Reason”), except by the affirmative
vote of the holders of at least two-thirds of the voting power of the then-outstanding shares of the capital
stock of the corporation entitled to vote generally in the election of directors, voting together as a single
class, and (ii) no Privacy Committee Delegate shall be removed for reasons other than a Privacy Reason
with the intent to circumvent the requirements of clause (i) above, except by the affirmative vote of the
holders of at least two-thirds of the voting power of the then-outstanding shares of the capital stock of the
corporation entitled to vote generally in the election of directors, voting together as a single class.

 Case 1:19-cv-02184 Document 2-1 Filed 07/24/19 Page 31 of 31

LOCAL RULE 7(k) CERTIFICATION:
Names of Persons to Be Served with Proposed Order
Pursuant to LCvR 7(k), the following attorneys are entitled to be notified of the entry of
the foregoing Stipulated Order:
M. SEAN ROYALL
Gibson, Dunn & Crutcher LLP
2100 McKinney Avenue, Suite 1100
Dallas, TX 75201-6912
phone: (214) 698-3256
fax: (214) 571-2923
email: SRoyall@gibsondunn.com
LISA K. HSIAO
Consumer Protection Branch
U.S. Department of Justice
P.O. Box 386
Washington, DC 20044-0386
phone: (202) 532-4892
fax: (202) 514-8742
email: Lisa.K.Hsiao@usdoj.gov