Last Modified: December 4, 2017
<<THE FOLLOWING TERMS WILL NOT BE IN EFFECT UNTIL YOUR APPLICATION TO THE MARKETING DEVELOPER PROGRAM IS APPROVED BY LINKEDIN>>
By using the application programming interfaces (“APIs”) we make available to you as part of the LinkedIn Marketing Developer Program, you are agreeing to be bound by these LinkedIn Marketing Developer Program Terms (“Program Terms”). These Program Terms constitute a legally binding agreement between you (or the entity you represent) and LinkedIn Corporation (if you reside in the United States), 1000 West Maude Avenue, Sunnyvale, CA 94085, USA or LinkedIn Ireland Unlimited Company (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 Program Terms and by accepting these Program Terms, you are accepting these Program Terms on behalf of such entity. Capitalized terms will have the meaning set forth within these Program Terms. LinkedIn and you may each be referred to as a “Party” and collectively referred to as the “Parties.”
1. OVERVIEW.
As part of the LinkedIn Marketing Developer Program, LinkedIn is granting certain developers the ability to: (a) make various LinkedIn marketing services available via their marketing, audience, data or analytics applications (each, an “Application”) to third party entities that have entered into contracts with the relevant partner for the provision of such services (“Clients”); and (b) obtain data from LinkedIn relating to such services (“LinkedIn Program Data”) for the purpose of making it available to their Clients. The LinkedIn marketing services available under the LinkedIn Marketing Developer Program are currently our Ad Tech, Matched Audiences, Marketing Analytics, Lead Capture, and Audience Engagement services as further described below. Our Matched Audiences and Lead Capture services may also collectively be referred to as our “Audience Management” services.
For clarity, certain services may only be made available to a given Client if the service is enabled (and to the extent applicable, paid for) by the relevant Client through their LinkedIn Advertising or Company Page account. If you are accessing or using the LinkedIn Marketing Developer services on behalf of a Client, you represent and warrant that either: (i) you have the authority to bind (and hereby bind) your Client to LinkedIn’s Ads Agreement (currently located here), including all modifications thereto; or (ii) you will, by written contract, require your Clients to agree, in writing, to LinkedIn’s Ads Agreement and all modifications thereto. If you’re using the LinkedIn Marketing Developer services for your own internal purposes, in connection with such use, the language in these Program Terms referring to Clients is not applicable to you and any reference to an Account Owner refers to you.
As part of your application to the LinkedIn Marketing Developer Program, you shall specify which of the following LinkedIn Marketing Developer services you wish to access and you are only allowed to access the corresponding APIs for such services (each, a “Program API”) to the extent approved in writing by LinkedIn.
Ad Tech Program
As part of the Ad Tech Program, partners can, on behalf of their Clients, create and manage advertising campaigns on LinkedIn’s advertising network, including creating advertisements that allow users to submit their contact information to the relevant partner ("Lead Gen Forms"). In addition, partners receive certain data from LinkedIn relating to their Clients’ LinkedIn Advertising and Company Page campaigns and accounts (“Ad Analytics Data”), including spend and click intelligence at the account, campaign, and creative levels. As part of the Ad Analytics Data, partners can also obtain access to data relating to user actions that occur on Client sites or applications (“Event Data”) using LinkedIn’s conversion tracking functionality, if such functionality is enabled by such Client. Ad Tech partners also receive access to all of the other LinkedIn Marketing Developer Program services described below, other than Audience Engagement.
Matched Audiences Program
Under the Matched Audiences Program, partners can offer functionality to Clients enabling them to target advertising to audiences on LinkedIn’s advertising network based on data the relevant partner provides to LinkedIn (“Audience Data”). Audience Data may consist of hashed emails, company names, mobile device IDs, or other mutually agreed upon data.
Marketing Analytics Program
As part of the Marketing Analytics Program, partners can access certain reporting data on LinkedIn Advertising and Company Page accounts, currently consisting of: (a) the Ad Analytics Data for their Clients’ LinkedIn Advertising and Company Page accounts (including reporting data on their Clients’ Lead Gen Forms); and (b) Company Page data that is publicly available via the LinkedIn professional network (“Public Company Page Data”), such as company profile data, number of company page followers, and recent company posts. The Marketing Analytics APIs may also be used to update the URLs of LinkedIn Advertising campaigns as requested by the relevant account owner for the purpose of enabling attribution.
Lead Capture Program
Under the Lead Capture Program, partners can, on behalf of their Clients, access profile data and contact information collected via Lead Gen Forms (“Lead Form Data”) and export it to their Clients.
Audience Engagement Program
Under the Audience Engagement Program, partners can access certain content, audience and engagement insights data (collectively, “Audience Engagement Data”) relating to the LinkedIn platform for the purpose of directly or indirectly informing their Clients’ decisions with respect to LinkedIn’s marketing and advertising solutions.
2. LICENSE GRANTS AND RESTRICTIONS
2.1 Program APIs License Grant. Subject to the terms and conditions of these Program Terms, during the Term (as defined in Section 7.1), 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 Program Terms) license under the intellectual property rights owned by or licensed to LinkedIn to use the Program APIs to which LinkedIn grants you access under the LinkedIn Marketing Developer Program in order to: (a) develop, test and support your Application and (b) allow your Clients to access the LinkedIn marketing services available via such Program APIs within your Application.
2.2 Our Brand Features License Grant. Subject to the terms and conditions of these Program Terms, during the Term, we grant you a limited, non-exclusive, non-sublicensable, non-transferable, non-assignable (except in conjunction with a permitted assignment of these Program 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 accurately promote or advertise your ability to provide LinkedIn Program Data or LinkedIn marketing services via your Application. Any such promotions or advertisements: (a) 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 in writing by us); and (b) must be in compliance with any marketing guidelines we make available to you. If you are planning any proactive press outreach, you will submit the content (press release, blog post, etc.) to us for our prior written approval (email acceptable). You agree: (i) 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 (ii) that your use and display of Our Brand Features will at all times be consistent with Our Branding Guidelines. Any goodwill in Our Brand Features resulting from your use will inure solely to LinkedIn.
2.3 Independent Contractors(s). You may sublicense the license in Section 2.1 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 Program Terms. Any act or omission by any Independent Contractor that would be a breach of these Program Terms if performed or not performed by you will be considered a breach of these Program 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 Program 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 Program 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 Program APIs and/or LinkedIn Program 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 goodwill 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 Program APIs and/or user of LinkedIn Program 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 Program APIs and display of the LinkedIn Program 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 https://developer.linkedin.com/docs/guide/v2/ads (“Developer Site”) or otherwise made available to you. In the event of any conflict between the Developer Documentation and these Program Terms, these Program Terms will control.
2.6 Access Controls. We will grant you access to the Program APIs and Developer Site via access code(s) (e.g., keys, tokens, IDs, etc.; collectively “Access Codes”). In addition, we may provide you with Access Codes so that you can access Ad Analytics Data from your Clients’ LinkedIn Advertising or Company Page accounts. You may not sell, transfer, sublicense or otherwise disclose any Access Code to any party although you may disclose your Access Codes to your Independent Contractors for the sole purpose of them hosting, developing, operating, or maintaining your Applications. You may not modify or attempt to circumvent the limitations on any Access Codes. You are responsible for maintaining the secrecy and security of all Access Codes.
2.7 Certification and Review of the Integrations.
a. We reserve the right to review all integrations of the Program APIs within your Applications at any time, in our discretion, and you will use commercially reasonable efforts to accommodate reasonable requests by LinkedIn to modify any such integrations.
b. In addition, if you are participating in the Ad Tech, Audience Engagement or Lead Capture programs, we must approve each integration of the associated Program APIs within your Applications (in writing) in advance of you first promoting, distributing or making publicly available any such integration. While we will make reasonable efforts to respond to approval requests, we do not promise any timeframe for such response. Our written approval may be provided by email.
2.8 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 Program APIs or LinkedIn Program Data in any manner that would (i) violate these Program 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 (ii) expose LinkedIn or its Users 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 Program Terms, including the Program APIs, the Developer Documentation and the LinkedIn Program Data;
d. Obtain, display, store or use more LinkedIn Program Data than is minimally required by your Application or transfer to any Client more LinkedIn Program Data than it needs to optimize advertiser results from LinkedIn Advertising or Company Pages;
e. Use, sell, lease, share, transfer or sublicense any LinkedIn Program Data, directly or indirectly, to any third party (including any data broker, ad network, ad exchange or other advertising monetization-related party) other than as expressly permitted by these Program Terms;
f. Integrate any LinkedIn API, other than the Program APIs, into your Application (for clarity, you may integrate the LinkedIn self service APIs into your Application in accordance with the Open API Terms of Use, currently located at: https://developer.linkedin.com/legal/api-terms-of-use);
g. Integrate the Program APIs in a manner that permits users of your Application to search, process or analyze the LinkedIn Program Data (other than Lead Form Data) to: (i) identify prospective talent for hire (i.e., prospective employees or contractors); or (ii) identify sales and marketing prospects (i.e., lead generation);
h. Collect, use, store, transfer or make available LinkedIn Program Data in any manner that is inconsistent with or in violation of your agreements with your Clients;
i. Collect Ad Analytics Data or Lead Form Data after the relevant Account Owner ceases to receive services from you (or if applicable, your Client) relating to its Ad Analytics Data or Lead Form Data or requests that you (or if applicable, your Client) no longer access its Ad Analytics Data or Lead Form Data;
j. Allow any of your affiliates to access the LinkedIn Program Data via your Application without LinkedIn’s prior written approval (email acceptable);
k. Use the LinkedIn Program Data in any advertisements or use any LinkedIn Program Data (other than Lead Form Data) for the purpose of targeting advertisements specifically to any individual 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 any Program API 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 Program API;
o. Use any Program API in conjunction with, or combine any LinkedIn Program Data with, any other LinkedIn content (including content obtained through scraping, crawling, spidering or any other technology or software used to access LinkedIn content). This includes acquiring such LinkedIn content from third parties;
p. Interfere with or disrupt LinkedIn services or servers or networks connected to LinkedIn services, 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 Program 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 statement, representation or warranty to any third party regarding LinkedIn, its products, services, Program APIs or the LinkedIn Program Data;
t. Provide functionality that proxies, requests or collects LinkedIn user names;
u. Use the Program APIs in conjunction with your own LinkedIn Advertising or Company Page account(s) to provide services (on a resale basis or otherwise) to your clients;
v. Use the LinkedIn Program Data in any manner that determines or reveals personal information that has been removed from the LinkedIn Program Data or re-identifies any de-identified or anonymized data; or
w. Copy, adapt, reformat, reverse-engineer, disassemble, decompile, decipher, translate or otherwise modify the Program APIs, Access Codes or LinkedIn’s services.
2.9 Additional Data Restrictions. You shall comply with the following data use limitations to the extent that you receive access to the indicated type of LinkedIn Program Data:
a. Ad Analytics Data. You may: (i) use and disclose Ad Analytics Data to provide reporting and billing to the owner of the LinkedIn Advertising or Company Page account (“Account Owner”) to which such data relates or to any Client that is authorized by the Account Owner to receive such reporting; (ii) aggregate (for purposes of this section, “aggregate” means to combine data from one campaign with data from numerous campaigns) Ad Analytics Data across multiple Account Owners to determine methods to optimize advertiser results from LinkedIn Advertising or Company Pages (“Aggregated Client Data”); provided that: (1) you maintain the specific, segregated data regarding each Account Owner confidential and (2) such aggregate data would not allow any third party to identify or infer any Account Owner or data specific to any Account Owner; and (iii) use and disclose the Aggregated Client Data only for the purpose of providing reporting to your Clients relating to optimization of advertiser results from LinkedIn Advertising or Company Pages.
b. Lead Form Data. LinkedIn will only make the Lead Form Data available for transfer from LinkedIn for ninety (90) days after such Lead Form Data is collected. After such ninety (90) day period, LinkedIn may permanently delete such Lead Form Data and it will no longer be available for transfer via the Program APIs or otherwise. You may only use or share Lead Form Data as directed by the relevant Account Owner. You must not: (i) create a database of Lead Form Data collected from multiple marketing campaigns or across multiple Clients; or (ii) commingle the Lead Form Data with any other data for the purpose of supplementing, verifying or appending to personally identifiable user profiles (or portions thereof) other than with the relevant user’s written consent.
c. Public Company Page Data. You may use and disclose Public Company Page Data to provide reporting to your Clients relating to optimization of advertiser results from LinkedIn Advertising and/or Company Pages. If a Client has access to company profile data (“Company Profile Data”) including description, address, location, size, employee range data, etc. for any company as part of the LinkedIn Program 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. You will not use any Company Profile Data included in the LinkedIn Program Data in products or services that compete with products or services offered by LinkedIn.
d. Audience Engagement Data. Unless otherwise expressly authorized by LinkedIn in writing, you may only use, distribute or otherwise make the Audience Engagement Data (and your analysis, insights or derivatives thereof) available to your Clients: (i) to inform their use of or decisions with respect to LinkedIn marketing and advertising solutions; and (ii) as part of your commercial products and/or services that we have approved for such purpose (and not as a stand-alone offering). You shall not combine, commingle, merge or supplement Audience Engagement Data with data from any other source (including publicly available data or data from any third party social network). For clarity, the proceeding requirement shall not prohibit you from displaying Audience Engagement Data next to data from a third party data source, provided that data from LinkedIn is clearly and accurately labeled. Without limiting the generality of the preceding restrictions, if you receive access to Audience Engagement Data that identifies individual Users or their activities on the LinkedIn platform including engagement data relating to their activities on LinkedIn such as shares, likes or comments on their posts (collectively, “User Level Data”), you must not commingle any User Level Data with any other data for the purpose of supplementing, verifying or appending to personally identifiable user profiles (or portions thereof).
e. Covered Data. To the extent that you receive any data from Users’ LinkedIn profiles, you shall comply with all restrictions and requirements relating to such data included in these Program Terms. In addition, to the extent either Party processes data protected under the European Union General Data Protection Regulation, Regulation (EU) 2016/679 (“Covered Data”) received from the other Party, such receiving Party shall: (i) be certified as adhering to (1) the U.S.-EU Privacy Shield Framework, to the extent that such Covered Data includes data relating to EU residents, and (2) the U.S.-Swiss Privacy Shield Framework (together, with the U.S.-EU Privacy Shield Framework, the “Privacy Shield”), to the extent such Covered Data includes data relating to Swiss residents; or (ii) provide, at a minimum, the same level of data protection as set forth in the Privacy Shield with regard to its processing of Covered Data. For avoidance of doubt, neither Party is required to certify to its compliance with the Privacy Shield, unless such certification is required for compliance with applicable local, state, federal or foreign laws or regulations. If a Party determines that it can no longer provide the level of protection required under these Program Terms (such party, a “Non-Conforming Party”): (x) the Non-Conforming Party will promptly notify the other Party of this determination; (y) the other Party may cease the transfer of Covered Data to the Non-Conforming Party without penalty upon notice to the Non-Conforming Party; and (z) the Non-Conforming Party will cease processing the Covered Data and take other reasonable and appropriate steps to remediate the non-conformance.
2.10 Storage of LinkedIn Program Data.
a. Right to Store LinkedIn Program Data. You must not cache, copy or store any LinkedIn Program Data in any form (including hashed or transformed data), except Public Company Page Data, Audience Engagement Data and the following LinkedIn Program Data if you are the Account Owner of the LinkedIn Advertising or Company Page account to which the LinkedIn Program Data relates or to the extent authorized (either directly or indirectly) by the relevant Account Owner: (i) Ad Analytics Data and (ii) Lead Form Data (collectively, “Stored LinkedIn Data”).
Notwithstanding the foregoing: (1) you may not store any Company Profile Data (other than number of followers); (2) Lead Form Data may only be stored in a manner that enables you to identify, segregate and selectively delete it; and (3) you may only store User Level Data for up to twelve (12) months unless such data is aggregated in such a manner that would not allow any third party to identify or infer any User or data specific to any User.
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: (i) those you use to protect your own confidential information of like sensitivity; and (ii) those measures required by Section 3.3 (“Security”). You must delete all Stored LinkedIn Data as required by the relevant Account Owner. LinkedIn may require that you certify that you have complied with the deletion requirements applicable to the Stored LinkedIn Data.
3. TECHNICALREQUIREMENTS 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 obtain LinkedIn metrics (e.g. relating to targeting, accounts, campaigns and creatives) separately from other non-LinkedIn platforms. For example, you may report on aggregate clicks across digital channels so long as Application users can separately view LinkedIn generated clicks. You will make commercially reasonable efforts to train your sales and campaign management team on LinkedIn marketing products. 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 Program Data. We are not obliged to provide any training, support or technical assistance for the Application or the LinkedIn Program 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. You will ensure that any fees or markups applied to reporting on LinkedIn Program Data 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 Program 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 Program 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 Program Data or the integration of the Program 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. Any request to access LinkedIn Program 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 shall suspend or terminate an Application user’s access to all of the LinkedIn Program Data if you become aware that the relevant Application user is using any LinkedIn Program Data in an illegal manner or in violation of the restrictions included in these Program Terms and the Application user is not taking appropriate measures to promptly remedy the issue.
3.4 Access and Monitoring. You will provide us with at least one full-feature client account-level instance to access your Application (and/or other materials relating to your use of the Program APIs and/or the LinkedIn Program Data) as reasonably requested by us to verify your compliance with these Program Terms (including, in particular, your security and privacy obligations under these Program Terms) and/or to exercise our rights under Section 2.7(a). You acknowledge that LinkedIn may monitor any Program API activity from its own systems for the purpose of ensuring quality, improving LinkedIn products and services, and ensuring compliance with these Program Terms. You must not interfere or attempt to interfere with such monitoring or otherwise obscure from LinkedIn your Program API activity. LinkedI n 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 Program 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). If you receive any data that you suspect should not have been made available to you, you shall promptly: (i) notify LinkedIn in writing (email acceptable); (ii) delete the data; and (iii) require that your Clients delete the data if it has been made available to them.
4. SUPPORT; NEW FEATURES; MODIFICATIONS. We may provide support for any Program API or modify any Program 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 Program 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 a Program API, the prior version of such Program API may stop working or may no longer work in the same manner and LinkedIn may discontinue the prior version of such Program API at any time. Your continued use of any Program API following a subsequent release of such Program 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 Program Terms. Other than as expressly stated in these Program Terms, each Party will bear its own costs, including any applicable taxes, for compliance with these Program Terms. The Program APIs are currently provided for free, but LinkedIn reserves the right to charge for the Program 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 Program APIs and to all output and executables of the Program 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, Program APIs and LinkedIn Program Data incorporated therein) and Your Brand Features. All rights not expressly granted in these Program 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 Program 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 Program 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 Program APIs at any time if we believe you have violated these Program Terms, the Developer Documentation, or, in our sole discretion, we believe the availability of the Program APIs in your Application is not in our or our Users’ best interests. We may discontinue the availability of some or all of the Program 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 Program APIs or the LinkedIn Program 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 Program 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 Program 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 Program 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 Program Terms: (a) all licenses granted under these Program 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) if these Program Terms are terminated by LinkedIn pursuant to Section 7.3(e), you must permanently delete all Stored LinkedIn Data within sixty (60) days following termination. Notwithstanding the above, each Party may retain a copy of 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 Program Terms.
7.6 Survival. The following sections will survive termination of these Program Terms: last sentence of Section 2.3, Sections 2.8, 2.9, 2.10(b), 3, 6, 7.5, 7.6 and 8- 12.
8. CONFIDENTIALITY.
8.1 Confidential Information. If either Party (“Receiving Party”) under these Program 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 Program 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 Program Terms; or (b) disclose the other Party’s CI to any third party except as expressly permitted by these Program 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 Program Terms and (ii) are under written confidentiality and non-use obligations at least as restrictive as those set forth in these Program 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 Program 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 Program 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 Program 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 Program 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 Program 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.
9.1 Warranties. Each Party represents and warrants that it will comply with all applicable foreign, national, provincial, state or local privacy, data protection, and consumer protection laws.
9.2 WARRANTY DISCLAIMER. THE PROGRAM APIS, LINKEDIN PROGRAM 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. WE DO NOT REPRESENT, WARRANT OR MAKE ANY CONDITION THAT THE PROGRAM APIS ARE FREE OF ERRORS, BUGS OR INTERRUPTIONS, OR THAT THE LINKEDIN PROGRAM DATA IS ACCURATE, COMPLETE OR OTHERWISE VALID. YOUR USE OF THE PROGRAM APIS AND LINKEDIN PROGRAM DATA IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM USE OF THE PROGRAM APIS OR LINKEDIN PROGRAM 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 PROGRAM DATA OR LINKEDIN SERVICES WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THESE PROGRAM TERMS.
10. LIMITATION OF LIABILITY.
OTHER THAN FOR CLAIMS ARISING UNDER SECTION 2.8 (GENERAL RESTRICTIONS), SECTION 2.9 (ADDITIONAL 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 PROGRAM TERMS, THE PROGRAM APIS OR LINKEDIN PROGRAM DATA. IN ANY EVENT, OTHER THAN FOR CLAIMS ARISING UNDER SECTION 2.9(E) (COVERED DATA), SECTION 8 (CONFIDENTIALITY) OR SECTION 11 (INDEMNIFICATION), THE AGGREGATE LIABILITY OF EACH PARTY FOR DAMAGES UNDER THESE PROGRAM TERMS WILL NOT EXCEED FIVE HUNDRED THOUSAND DOLLARS ($500,000). THESE LIMITATIONS OF LIABILITY DO NOT APPLY TO A PARTY'S LIABILITY RESULTING FROM FRAUD, GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT. 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 9.2 (WARRANTY 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 Program 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 Program 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 Program APIs or your use of Our Brand Features under these Program 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 materially 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 Program API (each, a “Threatened Material”) in any manner other than as specified in these Program 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 Program 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 Program 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 Program 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 Program 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 the Program Site (as defined below) or via the email address associated with your Application or LinkedIn member or developer account. You may contact us via mail or courier at: LinkedIn Corporation ATTN: Legal Department, 1000 West Maude Avenue, Sunnyvale, CA 94085, USA. Additionally, LinkedIn accepts service of process at this address. Except where email notice is expressly permitted, any notices that you provide without compliance with this section shall have no legal effect.
12.4 Relationship Between the Parties. Nothing in these Program 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 Program 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 Program 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 Program Data received under these Program Terms.
12.8 Amendments to these Program Terms. You must comply with these Program Terms in order to use the Program APIs. The most current version of these Program Terms can be reviewed on the LinkedIn Marketing Developer Program Terms site, currently located at https://business.linkedin.com/marketing-solutions/marketing-partners/become-a-partner/marketing-developer-program/terms-and-conditions (“Program Site”). We reserve the right to modify, supplement, or replace the terms of these Program Terms, effective prospectively, upon posting on the Program Site or otherwise notifying you via the email address associated with your Application or LinkedIn member or developer account. For example, we may present a banner on the Program Site when we have amended these Program Terms so that you may access and review the changes prior to your continued use of the Program APIs and Developer Site. If you do not want to agree to changes to these Program Terms, you can terminate these Program Terms by providing prior written notice to us.
12.9 Miscellaneous. These Program Terms (including the Developer Documentation) constitute the entire agreement between the Parties with respect to the subject matter of these Program Terms. These Program Terms (including the Developer Documentation) supersede any and all prior agreements (including any LinkedIn Ads API License Agreement or any click-through terms for the Marketing Analytics’ APIs), proposals (oral and written), understandings, representations, conditions, warranties, covenants and other communications between the Parties which relate to the subject matter of these Program Terms. For clarity, these Program Terms do not override any agreement between you and LinkedIn relating to the integration of our APIs into your Community Management applications. The titles, headings and subheadings used throughout these Program Terms are intended solely for convenience of reference and form no part of these Program Terms. If any provision of these Program 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 Program 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 Program Terms, nothing in these Program Terms is intended or will be construed to confer upon or give to any party other than the Parties to these Program Terms any rights or remedies under or by reason of these Program Terms. A Party’s failure to act with respect to any breach of these Program 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 Program 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 Program Terms and any other document relating to the LinkedIn Marketing Developer Program, these Program Terms will govern. The term “include” (and all of its variants) when used in these Program 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 Marketing Developer Program Terms, please contact us at LMSdeveloperteam@linkedin.com (with “Marketing Developer Terms” in the email subject line) or by physical mail at:
LinkedIn Corporation Sunnyvale, CA 94085 | LinkedIn Ireland Unlimited Company |