[PROGRAM NAME] Terms & Conditions
API TERMS OF USE
Last Modified: [______________]
<<The following API Terms of Use WILL NOT BE in effect UNTIL YOUR application is approved BY LINKEDIN through the [PROGRAM NAME] application process>>
By using the APIs we make available to you as part of the [Program Name] program, you are agreeing to be bound by these API Terms of Use (“Terms”). These Terms constitute a legally binding agreement between you (or the entity you represent) and LinkedIn Corporation (if you reside in the United States), 2029 Stierlin Court, Mountain View, California 94043, USA or LinkedIn Ireland (if you reside outside of the United States), Gardner House, Wilton Plaza, Wilton Place, Dublin 2, Ireland (each and collectively, “we,” “us,” “our” or “LinkedIn”). If you are using our APIs on behalf of a company or other entity, you represent and warrant that you have full legal authority to bind that entity to these Terms and by accepting these Terms, you are accepting these Terms on behalf of such entity. Capitalized terms will have the meaning set forth within these Terms. LinkedIn and you may each be referred to as a “Party” and collectively referred to as the “Parties.”
1. OVERVIEW.
As part of our marketing analytics program currently referred to as “[Program Name]”, LinkedIn is licensing certain partners customized, read-only versions of its Sponsored Content API, Companies API and Basic Profile API and associated tools made available by LinkedIn (collectively, the “LinkedIn Marketing Solutions Analytics APIs” or “LMS Analytics APIs”) so that those partners can make LMS analytics data available via their LinkedIn approved media buying/marketing analytics applications.
Pursuant to these Terms, you may use the LMS Analytics APIs to enhance your LinkedIn approved media buying/marketing analytics application or service (“Application”) to receive data that LinkedIn makes available as part of this program, currently consisting of: (a) certain data relating to LinkedIn Company Pages that is publicly available via the LinkedIn.com website and mobile applications (“Public Company Page Data”), such as company profile data, number of company page followers and recent company posts; and (b) certain other data relating to LinkedIn Company Page or LinkedIn Sponsored Content accounts that is not currently publicly available via the LinkedIn.com website and mobile applications (“Private Company Data”), such as spend on Sponsored Content campaigns and clicks and impressions on company posts;
Under these Terms, there are two primary use cases for the Public Company Page Data and Private Company Data (collectively, “LinkedIn Data”):
a. Marketing Partner Use Case: This use case consists of use and distribution of the LinkedIn Data by an advertising agency or other entity that provides strategic marketing/advertising or data aggregation services to third party clients that have entered into contracts with it for its provision of such services (“Clients”). If you are using the LinkedIn Data under this use case, you acknowledge that Private Company Data can only be disclosed to the Client that administers the relevant Company Page or Sponsored Content account to which the Private Company Data relates (each, an “Account Owner”) or to any Client that is authorized by the Account Owner to receive such reporting.
b. Account Owner Use Case: This use case consists of use of Public Company Page Data and Private Company Data by the relevant Account Owner for its own internal purposes. If you are using the LinkedIn Data under this use case, in connection with such use, the language in these Terms referring to Clients is not applicable to you and any reference to an Account Owner refers to you.
2. Licensed Uses and Restrictions.
2.1 APIs and Data License Grant. Subject to the terms and conditions of these Terms, during the Term, we grant you a limited, non-exclusive, non-sublicensable (except as specified in Section 2.3), non-transferable, non-assignable (except in conjunction with a permitted assignment of these Terms) license under the intellectual property rights owned by or licensed to LinkedIn to: (a) use the LMS Analytics APIs to develop, test and support your Application; (b) use Private Company Data to provide reporting to the Account Owner of the Company Page or Sponsored Content account to which such Private Company Data relates or to any Client that is authorized by the Account Owner to receive such reporting; (c) aggregate Private Company Data across multiple Account Owners to determine methods to optimize advertiser results from Sponsored Content or Company Pages (“Aggregated Private Company Data”); provided that: (i) you maintain the specific, segregated data regarding each Account Owner confidential and (ii) such aggregate data would not allow any third party to identify or infer any Account Owner or data specific to any Account Owner; and (d) use Aggregated Private Company Data and Public Company Page Data to provide reporting to your Clients relating to optimization of advertiser results from Sponsored Content or Company Pages.
2.2 Our Brand Features License Grant. Subject to the terms and conditions of these Terms, during the Term, we grant you a limited, non-exclusive, non-sublicensable (except as specified in Section 2.3), non-transferable, non-assignable (except in conjunction with a permitted assignment of these Terms) license to display our trade names, trademarks, service marks, logos and domain names specified in our Branding Guidelines, the current version of which is posted at https://brand.linkedin.com (“Our Branding Guidelines”) and any others we make available to you for this purpose (collectively, “Our Brand Features”) to promote or advertise your ability to provide the LinkedIn Data via your Application. Any such promotions or advertisements must be truthful and must not imply that your Application (or its content) is approved, sponsored or endorsed by us or otherwise embellish your relationship with us (including by suggesting that you are our strategic, certified or preferred partner other than to the extent approved by us). Except as permitted in this Section, you shall not issue any press release or any sales or marketing communications, written or oral, relating to these Terms or otherwise publicize the availability of the LinkedIn Data via the Application, without LinkedIn’s prior written approval (email acceptable). You agree: (a) not to display Our Brand Features in any way that is misleading, defamatory, infringing, libelous, disparaging or otherwise objectionable to us in our sole discretion or that violates applicable law and (b) that your use and display of Our Brand Features will at all times be consistent with Our Branding Guidelines. Any good will in Our Brand Features resulting from your use will inure solely to LinkedIn.
2.3 Independent Contractors(s). You may sublicense the licenses in Sections 2.1 and 2.2 to any third party appointed by you to host, develop, operate, modify or maintain your Application (“Independent Contractor”), provided all such Independent Contractors enter into agreements with you at least as protective of our rights as these Terms. Any act or omission by any Independent Contractor that would be a breach of these Terms if performed or not performed by you will be considered a breach of these Terms by you and you will be liable for any resulting losses or damages incurred by us to the same extent that you would have been liable if such act or omission were performed or not performed by you.
2.4 Your Brand Features License Grant. Subject to the terms and conditions of these Terms, during the Term, you grant us a limited, non-exclusive, non-sublicensable, non-transferable, non-assignable (except in conjunction with a permitted assignment of these Terms) license to display your trade names, trademarks, service marks, logos and domain names (collectively, “Your Brand Features”) to promote or advertise your use of the LMS Analytics APIs and/or the LinkedIn Data, as agreed to by you in writing in advance of any such use (email acceptable). We agree not to display Your Brand Features in any way that violates applicable law, including laws regarding libel, slander, obscenity and infringement, or in any way that suggests we have created your Application or its content. Any good will in Your Brand Features resulting from our use will inure solely to you. Notwithstanding the restrictions in this Section 2.4, we may without your consent: (a) publicly refer to you, orally or in writing, as a licensee of the LMS Analytics APIs and/or user of the LinkedIn Data; and (b) publish your name and logo (with or without a link to your Application) on our websites, in press announcements and in promotional materials.
2.5 Developer Documentation. Your use of the LMS Analytics APIs and display of the LinkedIn Data must comply with the technical documentation, usage guidelines, call volume limits and other documentation (collectively, “Developer Documentation”) maintained at our developer site located at http://developer.linkedin.com (“Developer Site”) or otherwise made available to you. In the event of any conflict between the Developer Documentation and these Terms, these Terms will control.
2.6 Developer Account and Access Codes. We will provide you with access code(s) (e.g., secrets, keys, tokens, etc.; collectively, “Access Codes”) to access the Developer Site and you must protect the confidentiality of such Access Codes. Any request to access Private Company Data on behalf of the relevant Account Owner shall comply with all LinkedIn technical and security requirements, and LinkedIn reserves the right to deny such access in its sole discretion. You may not sell, transfer, sublicense or otherwise disclose your Access Codes to any party other than your Independent Contractors. You may not modify or attempt to circumvent the Access Codes. You are responsible for maintaining the secrecy and security of your Access Codes.
2.7 General Restrictions. In addition to the other terms and conditions contained herein, you agree not to do the following, absent our express written consent otherwise:
a. Request information impersonating any user of a LinkedIn product or service (“User”) or misrepresent any User or other third party in requesting information;
b. Use the LMS Analytics APIs or LinkedIn Data in any manner that would violate these Terms or any laws, rules, regulations or established industry standards (including privacy or data protection related laws, regulations or standards) or the rights of third parties or that would expose LinkedIn or its members to legal liability;
c. Remove any legal, copyright, trademark or other proprietary rights notices contained in or on materials you receive or access pursuant to these Terms, including the LMS Analytics APIs, the Developer Documentation and the LinkedIn Data;
d. Obtain, display, store or use more LinkedIn Data than is minimally required by your Application or transfer to any Client more LinkedIn Data than it needs to optimize advertiser results from Sponsored Content or Company Pages;
e. Sell, lease, share, transfer or sublicense the LinkedIn Data, directly or indirectly, to any third party other than as expressly permitted by Sections 2.1 or 2.3 (including any data broker, ad network, ad exchange or other advertising monetization-related party);
f. Integrate any LinkedIn API, other than the Sponsored Content API, Companies API and Basic Profile API into your Application;
g. Integrate the LMS Analytics APIs in a manner that permits users of your Application to search, process or analyze the LinkedIn Data to: (i) identify prospective talent for hire (i.e., prospective employees or contractors); (ii) identify sales and marketing prospects (i.e., lead generation); or (iii) conduct sentiment analysis on an aggregate cross-client basis (i.e., searching, processing, or analyzing LinkedIn Data for the purposes of identifying trends in topics, moods, words or types of words across clients);
h. Collect, use, store, transfer or make available LinkedIn Data in any manner that is inconsistent with or in violation of your agreements with your Clients;
i. Collect Private Company Data after the relevant Account Owner ceases to receive services from you (or if applicable, your Client) relating to its Private Company Data or requests that you (or if applicable, your Client) no longer access its Private Company Data;
j. Allow any of your affiliates to access the LinkedIn Data via your Application without LinkedIn’s prior written approval (email acceptable);
k. Use the LinkedIn Data in any advertisements or use any LinkedIn Data that is personal information for the purpose of targeting advertisements specifically to that User (regardless of whether such advertisements appear in your Application or elsewhere);
l. Offer content or data that falsely expresses or implies that such content or data is sponsored or endorsed by LinkedIn;
m. Use the LMS Analytics APIs in a manner that, as determined by LinkedIn in its sole discretion, exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of the Developer Documentation;
n. Distribute or allow third parties access to any stand-alone LMS Analytics API;
o. Use any LMS Analytics API in conjunction with, or combine any LinkedIn Data with, any other LinkedIn content (including content obtained through scraping, crawling, spidering or any other technology or software used to access LinkedIn content outside the official LMS Analytics APIs). This includes acquiring such LinkedIn content from third parties;
p. Interfere with or disrupt LinkedIn services or servers or networks connected to LinkedIn services, or disobey any requirements, procedures, policies or regulations of networks connected to LinkedIn services, or transmit any viruses, worms, defects, Trojan horses or any items of a destructive nature through your use of the LMS Analytics APIs;
q. Obfuscate or hide your deployment or use of any LinkedIn buttons, sign-in functionality, consent or authorization flows;
r. Make any representation or warranty to any third party, either directly or indirectly, indicating that you have any authority to act for or on behalf of LinkedIn or to obligate LinkedIn (or bind LinkedIn to any liability) in any way whatsoever;
s. Make any inaccurate, fraudulent or misleading representation or warranty to any third party regarding LinkedIn, its products, services or the LinkedIn Data;
t. Provide functionality that proxies, requests or collects LinkedIn user names; or
u. Copy, adapt, reformat, reverse-engineer, disassemble, decompile, decipher, translate or otherwise modify the LMS Analytics APIs, Access Codes or LinkedIn’s services.
2.8 Additional LinkedIn Data Restrictions.
a. Restrictions on Personal Information. As part of your reporting on Private Company Data (and subject to all restrictions relating thereto), you may display in your Application certain User personal information (currently consisting of User name, profile picture (or related URL) and profile URL) alongside the relevant User’s comments or likes on company posts or sponsored content. You shall not include functionality in your Application that allows export of any User personal information included in the LinkedIn Data or allows users of your Application (“Application Users”) to target individual Users through their use of the LinkedIn Data. Other than as specified in this Section 2.8(a), you may not display any data fields from the Basic Profile API without LinkedIn’s prior written approval (email acceptable). You acknowledge that any breach of the preceding restriction will cause irreparable harm to LinkedIn and that LinkedIn shall be entitled to specific performance or injunctive relief to enforce this restriction.
b. Restrictions on Collection of Company Profile Data. Generally, other than applicable technical restrictions such as call volume limits, there is no limit to the amount of Public Company Page Data that you can call from the LMS Analytics APIs under these Terms. If a Client has access to company profile data (e.g. description, address, location, size, employee range data, etc. for any company) as part of the LinkedIn Data you're making available to it, there is no limit to the number of company profiles that the relevant Client can view via your Application but you can only provide such Client with tangible or electronic copies of company profiles (in their entirety or material portions thereof), or the ability to export such profiles, for up to one hundred (100) companies per day. Similarly, if you are using the LinkedIn Data under the “Account Owner” use case, you may only export tangible or electronic copies of company profiles (in their entirety or material portions thereof) for up to one hundred (100) companies per day.
c. Restrictions on Application Users. You shall suspend or terminate an Application User’s access to all of the LinkedIn Data if you become aware that the relevant Application User is using any LinkedIn Data in an illegal manner or in violation of the restrictions included in these Terms and the Application User is not taking appropriate measures to promptly remedy the issue.
2.9 Storage of LinkedIn Data.
a. Right to Store LinkedIn Data. You must not cache, copy or store any LinkedIn Data in any form (including hashed or transformed data), except Public Company Page Data and the following Private Company Data if you are the Account Owner of the Company Page or Sponsored Update account to which the Private Company Data relates or to the extent authorized (either directly or indirectly) by the relevant Account Owner (collectively, “Stored LinkedIn Data”):
(i) Company statistics data provided via the Company Analytics API;
(ii) Campaign metrics provided via the Sponsored Content API; and
(iii) Company updates provided via the Company Updates API.
Notwithstanding the foregoing, you may not store any LinkedIn Data that is User personal information or company profile data (other than number of followers).
b. Protection and Deletion of Stored LinkedIn Data. You will employ commercially reasonable security measures to protect the confidentiality of the Stored LinkedIn Data, which measures are at least as secure as those you use to protect your own confidential information of like sensitivity. You must delete all stored Private Company Data as required by the relevant Account Owner. You must delete all Stored LinkedIn Data within six (6) months of termination of these Terms. LinkedIn may require that you certify that you have complied with the deletion requirements applicable to the Stored LinkedIn Data.
3. technical requirements for application.
3.1 Application Policies. You will: (a) maintain your own user agreement and privacy policy applicable to users of your Application (“Your Policies”); (b) comply with Your Policies; and (c) prominently identify and link to Your Policies at those locations where users may download or access your Application.
3.2 Reporting, Training and Fees. Your Application must allow Application Users to view performance data for Sponsored Content and Company Page campaigns separately from performance data for campaigns on other non-LinkedIn platforms. You will make commercially reasonable efforts to train any Application Users on use of the LMS Analytics APIs. You will ensure that any fees or markups applied to reporting on Sponsored Content or Company Pages campaigns are not attributed to costs charged by LinkedIn or combined with LinkedIn advertising costs (e.g. CPM) which are charged to your Clients.
3.3 Security. Your Application must have adequate protections in order to keep secure and prevent the interception of all LinkedIn Data. Your network, operating system and the software of your web servers, databases, and computer systems (collectively, “Systems”) must be properly configured to securely operate your Application. You must promptly report any security deficiencies in or intrusions to your Systems that you discover that have resulted in unauthorized access to the LinkedIn Data to LinkedIn in writing via email to security@linkedin.com or subsequent contact information posted in the Developer Site. You will work with LinkedIn to promptly correct any such security deficiency and will promptly disconnect any intrusions or intruder. In the event of any security deficiency or intrusion involving LinkedIn Data or the integration of the LMS Analytics APIs within your Application, you will make no public statements (e.g. press, blogs, social media, bulletin boards, etc.) without prior written and express permission from LinkedIn in each instance.
3.4 Access and Monitoring. You will provide us with test accounts to access your Application (and/or other materials relating to your use of the LMS Analytics APIs and/or the LinkedIn Data) as reasonably requested by us to verify your compliance with these Terms (including, in particular, your security and privacy obligations under these Terms). You acknowledge that LinkedIn may monitor any LMS Analytics API activity from its own systems for the purpose of ensuring quality, improving LinkedIn products and services, and ensuring compliance with these Terms. You must not interfere or attempt to interfere with such monitoring or otherwise obscure from LinkedIn your LMS Analytics API activity. LinkedIn may use any technical means to overcome such interference.
3.5 API Usage and Throttling. LinkedIn may, in its sole discretion, set a quota on your LMS Analytics API usage. You will not attempt to exceed use-quota restrictions. We may consent in writing (email acceptable) to increase the call volume limits, in which case such increased limits will apply unless and until we revoke such consent (email acceptable).
3.6 Technical Support. You are solely responsible for providing all maintenance, training, support and technical assistance to your Application Users regarding their use of the Application and the LinkedIn Data. We are not obliged to provide any training, support or technical assistance for the Application or the LinkedIn Data directly to your Application Users and you agree to communicate to your Application Users that you (and not LinkedIn) are responsible for any such support.
4. Support; New Features; Modifications. We may provide support for any LMS Analytics API or modify any LMS Analytics API in our sole discretion. We may terminate the provision of such support at any time without notice or liability to you. We may release subsequent versions of any LMS Analytics API¸ including versions that offer new features, and require that you integrate and use such subsequent versions within your Application within a reasonable period of time following the release. You acknowledge that once LinkedIn releases a subsequent version of an LMS Analytics API, the prior version of such LMS Analytics API may stop working or may no longer work in the same manner and LinkedIn may discontinue the prior version of such LMS Analytics API at any time. Your continued use of any LMS Analytics API following a subsequent release of such LMS Analytics API will be deemed your acceptance of the relevant modifications or new version.
5. Fees and Costs. Neither Party will owe the other any fees pursuant to these Terms. Each Party will bear its own costs, including any applicable taxes, for compliance with these Terms. The LMS Analytics APIs are currently provided for free, but LinkedIn reserves the right to charge for the LMS Analytics APIs in the future.
6. Ownership and independent development.
6.1 Ownership. As between the Parties, we own all rights, title, and interest in and to the LMS Analytics APIs and to all output and executables of the LMS Analytics APIs and Our Brand Features, and, subject to the foregoing, you own all rights, title, and interest in and to your Application (except any LinkedIn materials, LMS Analytics APIs and LinkedIn Data incorporated therein) and Your Brand Features. All rights not expressly granted in these Terms are deemed withheld.
6.2 Independent Development. Each Party acknowledges that the other Party may be independently creating applications, content, and other products or services that may be similar to or competitive with those of the first Party and other than each Party’s confidentiality obligations under Section 8, nothing in these Terms will be construed as restricting or preventing each Party from creating and fully exploiting such applications, content and other items, without any obligations to the other Party.
6.3 Feedback. Either Party may from time to time elect, in its sole discretion, to provide suggestions, comments, improvements, ideas or other feedback to the other Party related to such other Party’s products and services (”Feedback”). Such Feedback is provided on an “as is” basis with no warranties of any kind and the receiving Party will have a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to use such Feedback. Each Party agrees not to provide Feedback that it knows is subject to any intellectual property claim by a third party or any license terms that would require products or services derived from such Feedback to be licensed to or from, or shared with, any third party.
7. Term and Termination.
7.1 Term. These Terms will commence on the date you agree to them and continue until terminated pursuant to this Section 7 (“Term”).
7.2 Suspension; Discontinuance. We may suspend your use of all or any of the LMS Analytics APIs at any time if we believe you have violated these Terms, the Developer Documentation, or, in our sole discretion, we believe the availability of the LMS Analytics APIs in your Application is not in our or our Users’ best interests. We may discontinue the availability of some or all of the LMS Analytics APIs at any time for any reason. We may also impose limits on certain features and services or restrict your access to some or all of the LMS Analytics APIs or the LinkedIn Data. Although we will endeavor to provide prior notice of our exercise of our rights pursuant to this Section 7.2, it may not be practical or commercially reasonable in all circumstances.
7.3 Termination for Cause. Either Party may terminate these Terms: (a) if the other Party files a voluntary petition for bankruptcy or a petition or answer seeking a reorganization; (b) if the other Party has filed against it an involuntary petition for bankruptcy that has not been dismissed within sixty (60) days thereof; (c) if the other Party becomes insolvent, admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of its creditors; (d) if the other Party applies for or consents to the appointment of a receiver, trustee or liquidator for substantially all of its assets or such receiver, trustee or liquidator is appointed for the other Party; or (e) upon the occurrence of a material breach of these Terms by the other Party, if such breach is not cured within ten (10) days after written notice identifying the matter constituting the material breach is provided by the non-breaching Party.
7.4 Termination for Convenience. Either Party may terminate these Terms for convenience for any reason at any time upon sixty (60) days’ prior written notice to the other Party.
7.5 Events on Termination. Upon termination of these Terms: (a) all licenses granted under these Terms will terminate immediately (other than pursuant to Section 6.3); (b) upon request, each Party will promptly destroy all CI (as defined herein) of the other Party in its possession, custody or control provided that CI contained in backup media may remain in such backup media for up to thirty (30) days or until it is deleted as part of the relevant Party’s standard deletion processes, whichever occurs first; and (c) except as otherwise agreed to by us in writing, you must permanently delete all Stored LinkedIn Data within six (6) months following termination of these Terms. Notwithstanding the above, each Party may retain a copy of these Terms and such other CI of the other Party as reasonably required for legal and auditing purposes. LinkedIn may request that you certify in writing your compliance with this Section 7.5. Neither Party will be liable for any costs, expenses, or damages as a result of termination of these Terms.
7.6 Survival. The following sections will survive termination of these Terms: last sentence of Section 2.3, Sections 2.7, 2.8, 2.9(b), 3.3, 6, 7.5, 7.6 and 8- 12 .
8. Confidentiality.
8.1 Confidential Information. If either Party (“Receiving Party”) under these Terms gains access to CI of the other Party (“Disclosing Party”), then the terms of this section will apply. “CI” means all information disclosed under these Terms that is marked or designated as confidential by the Disclosing Party or that due to the nature of the information should reasonably be known to be confidential by the Receiving Party. Each Party agrees that it will not: (a) use any of the other Party’s CI in any way for its own benefit or the benefit of any third party, except as expressly permitted by, or as required to implement, these Terms; or (b) disclose the other Party’s CI to any third party except as expressly permitted by these Terms or to Independent Contractors who: (i) have a need to know it in order for the Receiving Party to perform its obligations or exercise its rights under these Terms and (ii) are under written confidentiality and non-use obligations at least as restrictive as those set forth in these Terms and which can extend to the CI. Each Party will take reasonable precautions to protect the confidentiality of the other Party’s CI that are at least as stringent as it takes to protect its own CI. Information will not be deemed CI under these Terms if: (1) it was publicly available or was known to the Receiving Party prior to its receipt from the Disclosing Party from a source other than one having an obligation of confidentiality to the Disclosing Party; (2) it has become publicly known, except through a breach of these Terms by the Receiving Party; (3) it was rightfully communicated to the Receiving Party free of any obligation of confidence to the Disclosing Party subsequent to the time it was communicated by the Disclosing Party; or (4) it has been entirely independently developed by the Receiving Party without use of or reference to the Disclosing Party’s CI. For clarity, the fact that LinkedIn Data is available through LinkedIn products and/or services shall not constitute “publicly available” or “publicly known” under Subsection (1) or Subsection (2). Notwithstanding the above, the Receiving Party may disclose the Disclosing Party’s CI, without violating these Terms, to the extent such disclosure is required by a valid order of a court or other governmental body having jurisdiction, provided that the Receiving Party gives the Disclosing Party reasonable prior written notice of such disclosure and makes a reasonable effort to obtain, or to assist the Disclosing Party in obtaining, a protective order preventing or limiting the disclosure and/or requiring that the CI so disclosed be used only for the purposes for which the order was issued.
8.2 Residuals. The employees of the Receiving Party who have received or have been exposed to the Disclosing Party’s CI may further develop their general knowledge, skills and experience (including general ideas, concepts, know-how and techniques), which may be based on such CI. The restrictions in Section 8.1 will not apply to the subsequent use, and disclosures incidental to such use, by such employees of such general knowledge, skills and experience, as unintentionally retained in their unaided memories. The receipt of or exposure to a Party’s CI under these Terms will not in any way limit or restrict the work assignments of any of the Receiving Party’s employees or contractors.
9. Limited Warranty and Disclaimer.
THE LMS ANALYTICS APIS, LINKEDIN DATA, AND BRAND FEATURES ARE PROVIDED “AS IS” WITH NO WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE AND/OR NON-INFRINGEMENT. SOME OF THE LMS ANALYTICS APIS ARE EXPERIMENTAL AND HAVE NOT BEEN TESTED IN ANY MANNER. WE DO NOT REPRESENT, WARRANT OR MAKE ANY CONDITION THAT THE LMS ANALYTICS APIS ARE FREE OF ERRORS, BUGS OR INTERRUPTIONS, OR THAT THE LINKEDIN DATA IS ACCURATE, COMPLETE OR OTHERWISE VALID. YOUR USE OF THE LMS ANALYTICS APIS AND LINKEDIN DATA IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM USE OF THE LMS ANALYTICS APIS OR LINKEDIN DATA INCLUDING ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE LINKEDIN DATA OR LINKEDIN SERVICES WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THESE TERMS.
10. Limitation of Liability.
OTHER THAN FOR CLAIMS ARISING UNDER SECTION 2.7 (GENERAL RESTRICTIONS), section 2.8 (ADDITIONAL LINKEDIN DATA RESTRICTIONS), SECTION 8 (CONFIDENTIALITY) OR SECTION 11 (INDEMNIFICATION), NEITHER PARTY WILL BE LIABLE to the OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, SPECIAL OR RELIANCE DAMAGES RELATED TO THESE TERMS, THE LMS ANALYTICS APIS OR LINKEDIN DATA. IN ANY EVENT, OTHER THAN FOR CLAIMS ARISING UNDER SECTION 2.8A (RESTRICTIONS ON PERSONAL INFORMATION), SECTION 8 (CONFIDENTIALITY) OR SECTION 11 (INDEMNIFICATION), THE AGGREGATE LIABILITY OF EACH PARTY FOR DAMAGES UNDER THESE TERMS WILL NOT EXCEED ONE MILLION DOLLARS ($1,000,000). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTION 9 (Limited Warranty and disclaimer) AND Section 10 (Limitation of Liability) MAY NOT APPLY TO YOU.
11. Indemnification.
11.1 Your Indemnity. You will defend, hold harmless, and indemnify LinkedIn (and its respective employees, directors and officers) from any claim or action brought by a third party, including all damages, liabilities, costs and expenses, including reasonable attorneys’ fees, to the extent resulting from: (a) your breach of your obligations herein; (b) the violation of any copyright, trademark, service mark, trade secret or United States patent by your Application or Your Brand Features; and (c) if applicable, your interactions with your Clients and with Account Owners or interactions between your Clients and Account Owners (including any allegation that any contract between any of the preceding parties has been breached). Section 11.1(b) provides LinkedIn’s exclusive remedy for any third party infringement claim or action against LinkedIn arising from your Application or LinkedIn’s use of Your Brand Features under these Terms.
11.2 LinkedIn Indemnity. LinkedIn will defend, hold harmless, and indemnify you (and your respective employees, directors and officers) from any claim or action brought by a third party, including all damages, liabilities, costs and expenses, including reasonable attorneys’ fees, to the extent resulting from: (a) LinkedIn’s breach of its obligations herein; and (b) the violation of any copyright, trademark, service mark, trade secret or United States patent by the LMS Analytics APIs or Our Brand Features. Section 11.2(b) provides your exclusive remedy for any third party infringement claim or action against you arising from the LMS Analytics APIs or your use of Our Brand Features under these Terms.
11.3 Procedures. In connection with any claim or action described in this Section 11, the indemnified Party will: (a) give the indemnifying Party prompt written notice of the claim or action; provided that any delay in notification will not relieve the indemnifying Party of its obligations hereunder except to the extent that the delay impairs its ability to defend; (b) cooperate reasonably with the indemnifying Party, at the indemnifying Party’s expense, in connection with the defense and settlement of the claim or action; and (c) permit the indemnifying Party to control the defense and settlement of the claim or action. The indemnified Party may participate in the defense and settlement of the claim or action with counsel of its own choosing, at its sole expense.
11.4 Exclusions. The indemnifying Party’s obligations under Sections 11.1(b) and 11.2(b) will not apply if the infringement arises as a result of: (a) any use of the relevant Application, Brand Feature or LMS Analytics API (each, a “Threatened Material”) in any manner other than as specified in these Terms; (b) any use of the Threatened Material in combination with content, materials, software, marks or data not supplied by the indemnifying Party to the extent such claim is directed against such combination; or (c) any alteration, modification or customization of the Threatened Material made by any party other than the indemnifying Party or its authorized representative if such infringement would not have occurred without such alteration, modification or customization.
11.5 Options. If any infringement claim, action or allegation is brought or threatened against any Threatened Material, the indemnifying Party may, at its sole option and expense: (a) procure for the indemnified Party the right to continue use of the Threatened Material or infringing part thereof; (b) modify, replace or amend the Threatened Material or infringing part thereof; or, if neither of the preceding is commercially practicable, (c) terminate the relevant license granted herein.
12. General Terms.
12.1 Governing Law; Attorneys’ Fees. These Terms will be governed by and construed in accordance with the laws of the State of California as such laws apply to contracts between California residents performed entirely within California. Any action or proceeding arising from or relating to these Terms must be brought in a federal court in the Northern District of California or in state court in Santa Clara County, California and each Party irrevocably submits to the jurisdiction and venue of any such court. In the event of litigation between the Parties arising out of or related to these Terms, the prevailing Party will be entitled to recover its attorneys' fees and costs incurred.
12.2 Remedies; Injunctive Relief. All rights and remedies of the Parties, under these Terms, in law or at equity, are cumulative and may be exercised concurrently or separately. The exercise of one remedy will not be an election of that remedy to the exclusion of other remedies.
12.3 Notices. We may notify you via postings on the Developer Site or via the email address associated with your Application or LinkedIn member or developer account. You may contact us online or via mail or courier at: LinkedIn Corporation ATTN: Legal Department, 2029 Stierlin Court, Mountain View, CA 94043 USA. Additionally, LinkedIn accepts service of process at this address. Any notices that you provide without compliance with this section shall have no legal effect.
12.4 Relationship Between the Parties. Nothing in these Terms will be construed as creating a partnership or joint venture of any kind between the Parties and neither Party will have the authority or power to bind the other Party or to contract in the name of or create a liability against the other Party in any way or for any purpose.
12.5 Assignment. You may not assign these Terms, in whole or in part, without LinkedIn’s prior written consent. Any assignment in violation of this section is null and void. For purposes of this section, a sale of assets, merger or other change of control shall constitute an assignment. We may freely assign or delegate all rights and obligations under these Terms, fully or partially, without notice to you.
12.6 Force Majeure. Neither Party will be liable to the other for failure to fulfill obligations hereunder if such failure is due to causes beyond its control, including acts of God, earthquake, fire, flood, embargo, catastrophe, sabotage, utility or transmission failures, governmental prohibitions or regulations, national emergencies, insurrections, riots, wars, viruses, strikes, work stoppages or other labor difficulties, or outages of any part of the network (“Force Majeure Event”). The time for any performance required hereunder will be extended by the delay incurred as a result of such Force Majeure Event.
12.7 Export Laws. You shall comply with applicable export laws and regulations of the United States and other countries with respect to any LinkedIn Data received under these Terms. You will not export any LinkedIn Data to: (a) any country that is subject to U.S. embargo and/or trade sanctions; (b) any individual or entity identified on U.S. government export exclusion lists; or (c) any country for which the U.S. government or any other sovereign government requires an export or import license or other governmental approval without first obtaining such license or approval.
12.8 Amendments to these Terms. You must comply with these Terms in order to use the LMS Analytics APIs. The most current version of these Terms can be reviewed on the Developer Site. We reserve the right to modify, supplement, or replace the terms of these Terms, effective prospectively, upon posting on the Developer Site or otherwise notifying you. For example, we may present a banner on the Developer Site when we have amended these Terms so that you may access and review the changes prior to your continued use of the LMS Analytics APIs and Developer Site. If you do not want to agree to changes to these Terms, you can terminate these Terms at any time in accordance with Section 7.
12.9 Miscellaneous. These Terms constitute the entire agreement between the Parties with respect to the subject matter of these Terms. These Terms (including the Developer Documentation) cancel and supersede any and all prior proposals (oral and written), understandings, representations, conditions, warranties, covenants and other communications between the Parties, which relate to the subject matter of these Terms. The titles, headings and subheadings used throughout these Terms are intended solely for convenience of reference and form no part of these Terms. If any provision of these Terms is found by a court of competent jurisdiction to be illegal, void or unenforceable, such provision will be construed so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of these Terms; and if such provision cannot be rendered valid, the validity, legality and enforceability of the remaining provisions hereof will not in any way be affected or impaired thereby. Except as expressly set forth in these Terms, nothing in these Terms is intended or will be construed to confer upon or give to any party other than the Parties to these Terms any rights or remedies under or by reason of these Terms. A Party’s failure to act with respect to any breach of these Terms by the other Party will not constitute a waiver of any rights or a waiver of any subsequent breach of the same or any other provision of these Terms. To be enforceable, a waiver must be in writing signed by a duly authorized representative of the waiving Party. Where written approval is required, such approval must be signed by a duly authorized representative of the consenting Party, except where email consent by a duly authorized representative of the consenting Party is expressly permitted. In the event of any conflict between these Terms and any other document, these Terms will govern. The term “include” (and all of its variants) when used in these Terms will be interpreted to be followed by the clause “without limitation” in all cases.
12.10 Questions or Comments
If you have questions or comments about these LinkedIn API Terms of Use, please contact us online or by physical mail at:
LinkedIn Corporation LinkedIn Ireland Limited |
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