<<THE LINKEDIN MARKETING DEVELOPER PROGRAM IS A VETTED API PROGRAM AND YOU HAVE NO RIGHT TO USE ANY API OR DATA MADE AVAILABLE AS PART OF THIS PROGRAM UNLESS APPROVED BY LINKEDIN>>

As a LinkedIn Marketing Developer, you’ll be able to build better marketing technology and enable your customers to reach the right audiences with the power of LinkedIn’s professional network. When you develop using the LinkedIn Marketing Developer technology, you agree to be bound by the following terms, so please take a few minutes to review them.

Last revised on May 31, 2021.

1. Introduction

When you develop using the LinkedIn Marketing Developer technology, you are entering into a legal agreement and you agree to all of these terms.

1.1 About These Additional MDP Terms

By using the APIs, software, documentation, tools, and data that LinkedIn makes available to you as part of the LinkedIn Marketing Developer Program (“MDP”), you are agreeing to be bound by these additional terms specific to the Marketing Developer Program (“Additional MDP Terms”) that are incorporated into the LinkedIn API Terms of Use (“API Terms of Use”) as “Additional Terms” (collectively, “Terms”). All capitalized terms not defined herein shall have the meaning ascribed to them under the API Terms of Use. The summary of these Terms in the left column highlights only some of the key provisions of these Terms and is not a substitute for them.

These Terms govern your use of the MDP APIs and your MDP Application’s integration with the MDP services, including Ad Tech, Marketing Analytics, Community Management, Matched Audiences, Lead Generation, and Offline Conversions  services.

1.2 Description of the MDP

As part of the MDP, LinkedIn is granting certain vetted developers the ability to: (a) make various LinkedIn marketing services available via their marketing, audience, data, or analytics applications or APIs (each, an “MDP Application”) to third party individuals or entities that have entered into contracts with the relevant developer for the provision of such services (each, a “Client”); and (b) obtain data from LinkedIn MDP APIs (each, an “MDP API”) relating to such services (“MDP Data”) for the purpose of making it available to their Clients. The LinkedIn marketing services currently available under the MDP are Ad Tech, Marketing Analytics, Community Management, Matched Audiences, Lead Generation, and Offline Conversions services as further described below.

If there is a conflict between these Additional MDP Terms and the API Terms of Use, these Additional MDP Terms shall control.

1.3 Relationship to API Terms of Use

To the extent there is a conflict between these Additional MDP Terms and the API Terms of Use, these Additional MDP Terms shall control. For the MDP, any reference in the API Terms of Use to: (a) “Content” (or Content made available from or through the APIs) will apply to MDP Data; (b) “Application” will apply to MDP Applications; (c) “Terms” will apply to the API Terms of Use with these Additional MDP Terms incorporated therein; and (d) “API” will apply to the MDP APIs.

The standard MDP services include Ad Tech, Marketing Analytics, and Community Management. Access to the Matched Audiences, Lead Generation, and Offline Conversions services requires additional approval by LinkedIn.

1.4 MDP Services Requiring Additional LinkedIn Approval

You can only integrate an MDP service into your MDP Application (“MDP Integration”) to the extent approved in writing by LinkedIn. The Ad Tech, Marketing Analytics, and Community Management services (as further described below) are available as part of the standard MDP services, whereas the Matched Audiences, Lead Generation, and Offline Conversions services (also described below) require additional approval by LinkedIn. If LinkedIn’s approval of your use of any MDP API is limited to a specific use case, you are not authorized to use such MDP API (or the relevant MDP Data) for any other use case. If you share any third party’s contact information with LinkedIn in connection with the creation of your MDP Application or your access request form for the MDP, you acknowledge and agree that you have the right to authorize LinkedIn to use that information to contact the third party regarding your MDP Application and access to the MDP.

If your MDP Application enables your Clients to manage LinkedIn advertising or Page accounts, such Clients must be authorized by the relevant Account Manager.

1.5 Account Managers and Authorized Clients

Certain MDP services enable your Clients to manage LinkedIn advertising or organization page accounts via your MDP Application.

a. Overview of LinkedIn Advertising and Page Accounts. A LinkedIn advertising account allows organizations to advertise to Members across our ad network.  A LinkedIn page account allows organizations to educate and engage with Members through their page (“Page”), which includes a high-level summary of the subject organization and updates posted by Page administrators.

b. Account Manager.  An “Account Manager” is any individual or entity that controls a LinkedIn advertising or Page account (including MDP Data relating to any such account).

c. Authorized Client. An “Authorized Client” is any Client that is an Account Manager or that is authorized by an Account Manager to access the Account Manager’s LinkedIn advertising and/or Page account (or MDP Data relating to any such account).  An Authorized Client might include an Account Manager’s advertising or social media management agency.  For clarity, if these Terms indicate that any MDP service or MDP Data must only be made available to Authorized Clients, the reference is to the specific Authorized Client(s) permitted to access the MDP service or MDP Data by the relevant Account Manager.

 

 

The MDP services consist of Ad Tech, Community Management, Marketing Analytics, Matched Audiences, Lead Generation, and Offline Conversions services, as described in this Section.

1.6 Descriptions of MDP Services & MDP APIs

a. Ad Tech. Using Ad Tech APIs, MDP Applications can manage LinkedIn advertising accounts and campaigns on behalf of Authorized Clients. The Ad Tech APIs also allow access to analytics relating to advertising accounts (“Ad Analytics Data”), including spend and click intelligence at the account, campaign, and creative levels.

b. Community Management. Using Community Management APIs, MDP Applications can manage Pages on behalf of Authorized Clients. The Community Management APIs also allow access to analytics relating to Pages (“Page Analytics Data”), including activity on Page updates and Page follower statistics.

c. Marketing Analytics. Using Marketing Analytics APIs, MDP Applications can access Ad Analytics Data for LinkedIn advertising accounts and Page Analytics Data for Page accounts on behalf of Authorized Clients.

d. Matched Audiences. Using Matched Audiences APIs, MDP Applications can enable Authorized Clients to target advertising to audiences on LinkedIn’s advertising network based on data provided by Authorized Clients to LinkedIn (“Audience Data”), including email addresses or company lists.

e. Lead Generation. Using Lead Generation APIs, MDP Applications can access, on behalf of Authorized Clients, profile data and other information provided by Members via lead generation forms (“Lead Form Response Data”) in connection with advertisements, events, pages, and other content on LinkedIn.

f. Offline Conversions. Using Offline Conversions APIs, MDP Applications can, on behalf of Authorized Clients, attribute offline conversions to advertising campaigns on LinkedIn, using offline conversions data provided by Authorized Clients to LinkedIn (“Offline Conversions Data”), including names, titles, and/or companies.

If your MDP Application enables a Client to create or claim a LinkedIn advertising or Page account, you must bind your Client to our Ads Agreement and/or Pages Agreement, as applicable.

1.7 Creation of a LinkedIn Advertising or Page Account

You acknowledge and agree that any Client that creates or claims a LinkedIn advertising or Page account must consent to: (a) our Ads Agreement (“Ads Agreement”), currently located here, for LinkedIn advertising accounts and/or (b) our Pages Agreement (“Pages Agreement”), currently located here, for Page accounts.

If your MDP Application enables a Client to create or claim a LinkedIn advertising or Page account, you represent and warrant that: (i) you have the authority to bind (and hereby bind) your Client to our Ads Agreement and/or Pages Agreement, as applicable; or (ii) you will require your Client to agree, by written contract (including click-through terms), to our Ads Agreement and/or Pages Agreement, as applicable. You must not combine multiple unaffiliated Clients in the same LinkedIn advertising or Page account.

If you wish to use the MDP APIs for your internal purposes, you hereby agree to our Ads Agreement and/or Pages Agreement, as applicable.

1.8 Use of MDP APIs for Internal Purposes

If you’re using any MDP API to access MDP Data relating to a LinkedIn advertising or Page account for which you’re the Account Manager, in connection with such use: (a) any reference to an Account Manager, Authorized Client, or Client in these Terms refers to you; and (b) you hereby agree to our Ads Agreement for advertising accounts and our Pages Agreement for Page accounts.

 

2. Review of Your MDP Integrations

LinkedIn reserves the right to review all MDP Integrations at any time.

2.1 Review of MDP Integrations

LinkedIn reserves the right to review all MDP Integrations at any time, in our discretion, and you will use commercially reasonable efforts to accommodate: (a) reasonable requests by LinkedIn relating to such review and (b) modifications to your MDP Integrations requested by LinkedIn as a result of such review.

2.2 Certification

If you are accessing Matched Audiences, Lead Generation, or Offline Conversions APIs, LinkedIn must approve all related MDP Integrations (in writing, email acceptable) in advance of you first promoting, distributing, or making publicly available any such MDP Integration. While LinkedIn will make reasonable efforts to respond to approval requests, LinkedIn does not promise any timeframe for such response. You are responsible for ensuring that your MDP Integration is, at all times, in compliance with these Terms and any specifications that LinkedIn requires as part of the approval process, even if LinkedIn approves your MDP Integration.

 

 

 

3. Use of MDP APIs and MDP Data

Certain MDP Data is subject to additional use and disclosure limitations:

a. Ad Analytics Data and Page Analytics Data can only be used to provide reporting and billing to Authorized Clients;

b. Transfer of Audience Data and Offline Conversions Data in connection with Matched Audiences and Offline Conversions, as applicable, requires that you have the necessary legal rights;

c. Lead Form Response Data must not be used to create a database across unaffiliated LinkedIn accounts or to supplement user profiles (other than to the extent permitted by our Ads Agreement);

d. Organization profile data can only be used to identify organizations or manage their Pages;

e. Standardized Data can only be used in connection with LinkedIn ad targeting services and cannot be transferred to any third party; and

f. MDP User Data can only be displayed via your MDP Application to provide reporting to Authorized Clients or to enable Authorized Clients to respond to Members’ social actions on LinkedIn. MDP User Data must not be transferred, commercialized, used to create user profiles, or used for targeting off LinkedIn.

3.1 Specific Data Restrictions

Without limiting the generality of any other restrictions in these Terms, you must comply with the following data use and disclosure restrictions to the extent that you receive access to the indicated type of MDP Data:

a. Ad Analytics and Page Analytics Data. You can only use, distribute, or otherwise make available Ad Analytics Data or Page Analytics Data (along with your analysis, insights and derivatives thereof) to provide reporting and billing to Authorized Clients.  Such reporting shall relate to the performance, effectiveness, and optimization of the relevant LinkedIn advertising or Page accounts. To the extent Ad Analytics Data or Page Analytics Data includes any MDP User Data, such MDP User Data is subject to Section 3.1(f) (“MDP User Data”) notwithstanding anything to the contrary in this Section 3.1(a).

You can aggregate Ad Analytics Data or Page Analytics Data across multiple Account Managers (“Aggregated Data”) to determine methods to optimize marketer results from LinkedIn advertising or Pages; provided that: (i) you maintain the specific, segregated data regarding each Account Manager’s LinkedIn advertising and Pages accounts confidential and you do not disclose it to any third party (other than Authorized Clients); (ii) such Aggregated Data does not include any MDP User Data (as defined below); (iii) such Aggregated Data would not allow any third party to identify or infer any Account Manager or any user of any LinkedIn Service (or data specific to any Account Manager or user of any LinkedIn Service); (iv) you use and disclose such Aggregated Data only for the purpose of providing reporting to your Clients relating to optimization of marketer results from LinkedIn advertising or Pages; and (v) any such use and/or disclosure is agreed to by the Authorized Clients associated with such Ad Analytics Data or Page Analytics Data.

b. Audience and Offline Conversions Data.  You represent and warrant that you have all necessary rights and a legal basis under all applicable privacy and data protection laws and regulations for the transfer of Audience Data and Offline Conversions Data to LinkedIn in connection with Matched Audiences and Offline Conversions, as applicable.

c. Lead Form Response Data.  LinkedIn may only make Lead Form Response Data available for transfer from LinkedIn for ninety (90) days after the Lead Form Response Data is collected.  After the ninety (90) day period, LinkedIn may permanently delete the Lead Form Response Data and it will no longer be available for transfer via the MDP APIs or otherwise.  You can only use and share Lead Form Response Data with the Authorized Client.  You must not: (i) create a database of Lead Form Response Data collected from multiple unaffiliated LinkedIn accounts; or (ii) commingle Lead Form Response Data with any other data for the purpose of supplementing, verifying, or appending to user profiles (or portions thereof), other than to the extent permitted by our Ads Agreement.  To the extent Lead Form Response Data includes any MDP User Data, such MDP User Data is subject to Section 3.1(f) (“MDP User Data”) notwithstanding anything to the contrary in this Section 3.1(c).

d. Organization Profile Data.  If you receive access to any organization profile data from a Page (“Organization Profile Data”), including name, logo, or location of the subject organization, you can only use and disclose such Organization Profile Data to identify the organization in connection with the MDP services you are providing to your Clients or to manage Pages on behalf of Authorized Clients.  Specifically, you must not use any Organization Profile Data in connection with any product or service unrelated to the MDP Integration (including any product or service that competes with any LinkedIn Service).

e.  Standardized Data.  You can only use LinkedIn standardized data (“Standardized Data”), including standardized lists of locations, industries, degrees, job functions, and other fields as specified in the Developer Documentation, in order to make LinkedIn ad targeting services available via your MDP Application.  Without limiting the generality of the foregoing, you must not export, transfer, or distribute any Standardized Data (or any copy or derivative thereof) to any third party (including any Client) or use it for the purpose of building any product or service other than your MDP Application. You will use commercially reasonable efforts to ensure that any Standardized Data that is stored pursuant to Section 4.1 (“Right to Store MDP Data”) is kept up to date. To the extent you have access to any Microsoft Bing Maps location data, you hereby agree to Microsoft Bing Maps and MapPoint Web Service End User Terms of Use and Embedded Maps Service Terms of Use and the Microsoft Privacy Statement in connection with your use of such data.  


f. MDP User Data.
  If you receive access to MDP Data that is “Personal Information” as defined by the LinkedIn Data Processing Agreement (for Business Development Agreements) or that relates to an individual user’s activities on any LinkedIn Service (collectively, “MDP User Data”), you can display the MDP User Data via your MDP Application to: (i) provide reporting to Authorized Clients relating to the relevant LinkedIn advertising or Page accounts; or (ii) enable Authorized Clients to respond to Members’ social actions on LinkedIn (for example, likes or comments on organization posts) via your MDP Application.  You must not however: (1) export, transfer, or distribute any MDP User Data (other than Lead Form Response Data to Authorized Clients) to any third party, including to any Authorized Client; (2) create a database of MDP User Data collected from multiple unaffiliated LinkedIn advertising or Page accounts; (3) commingle or combine any MDP User Data (other than Lead Form Response Data to the extent permitted by our Ads Agreement) with your data or any third party data, including for the purpose of supplementing, verifying, or appending to user profiles or portions thereof; (4) commercialize or sell any MDP User Data or make any MDP User Data available to any data broker, information reseller, information broker, data monetization, or similar service; or (5) use MDP User Data (other than Lead Form Response Data) for segmentation or targeting off of LinkedIn.  For clarity, MDP User Data includes but is not limited to: (x) LinkedIn profile data of Members who have taken an action (including posted a comment or provided a like) on any update or post and the action taken by the Member; (y) URNs/uniform resource names that are identifiers of Members and unique to your MDP Application (“Person URNs”); and (z) Lead Form Response Data. 

You must not:

a. Make the MDP Data available to any third party (other than Clients);

b. Provide any Client more MDP Data than it needs;

c. Integrate any LinkedIn API into your MDP Application, other than MDP and Self Serve APIs;

d. Enable users of your MDP Application to use the MDP Data to identify talent or sales prospects;

e. Offer standard targeting segments or categories that differ from LinkedIn’s;

f. Use or disclose MDP Data other than as authorized by your Clients;

g. Disclose any Account Manager’s identity;

h. Collect MDP Data after the Authorized Client ceases receiving services from you relating to the MDP Data or requests that you no longer access the MDP Data;

i. Allow any of your affiliates to access MDP Data (other than via your MDP Application as a Client);

j. Make any statement to any third party that is fraudulent, that indicates you can bind LinkedIn, or that suggests you are a LinkedIn strategic partner; or 

k. Offer the LinkedIn advertising or Page services on a resale basis.

3.2 Additional API and Data Restrictions

You agree not to do the following:

a.  Make the MDP Integrations or MDP Data available to any third party other than your Clients;

b. Transfer to any Client more MDP Data than it needs to optimize marketer results from LinkedIn advertising or Pages;

c.  Integrate any LinkedIn API, other than the MDP APIs, into your MDP Application (for clarity, you can integrate the LinkedIn self serve APIs into your MDP Application in accordance with the API Terms of Use);

d.  Enable users of your MDP Application to search, process, or analyze the MDP Data (other than Lead Form Response 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);

e.  Offer Authorized Clients standard targeting segments or categories that differ from targeting offered by LinkedIn Campaign Manager;

f.  Access, collect, use, store, transfer, process, or make available MDP Data, Audience Data, or Offline Conversions Data in any manner unless: (i) you have obtained the relevant rights from your Clients; and (ii) you are operating in accordance with the directions you have received from your Clients and your agreements with your Clients;

g.  Disclose the identity of Account Managers without their prior written consent;

h.  Collect Ad Analytics Data, Page Analytics Data, or Lead Form Response Data after the Authorized Client ceases to receive services from you relating to such MDP Data or requests that you no longer access such MDP Data;

i.  Allow any of your affiliates to access the MDP Data in any manner other than via your MDP Application as a Client;

j.  Make any statement, representation or warranty to any third party, either directly or indirectly: (i) indicating that you have any authority to act for or on behalf of LinkedIn or to obligate or bind LinkedIn in any way; (ii) that relates to LinkedIn, its Services, the MDP, MDP APIs or the MDP Data and that is inaccurate, fraudulent, or misleading; or (iii) suggesting that you are LinkedIn’s strategic, certified, or preferred partner; or

k.  Use the MDP APIs in conjunction with your own LinkedIn advertising or Page account(s) to provide services (on a resale basis or otherwise) to your Clients.

You will, at LinkedIn’s request, suspend or terminate any Client’s access to MDP Data.

3.3 Suspension of Client Access

You will, at LinkedIn’s request (email acceptable), suspend or terminate any Client’s access to or use of any or all MDP Data (including Stored MDP Data, as defined below) if: (a) LinkedIn suspends or terminates the Client’s (or the relevant Account Manager’s) access pursuant to their Ads or Pages Agreement(s) with LinkedIn; or (b) LinkedIn, in its sole discretion, determines that providing the Client access to such MDP Data is not in LinkedIn’s or its Members’ best interests.

In addition, you will notify LinkedIn and, at LinkedIn’s request (email acceptable), suspend or terminate any Client’s access to all MDP Data if you become aware that the Client is using the MDP Data in an illegal manner or in violation of the restrictions included in these Terms.

 

4. Storage of MDP Data

You must not store any MDP Data, except to the extent expressly permitted by the Developer Documentation.

4.1 Right to Store MDP Data

You must not store or cache any MDP Data, except: (a) to the extent expressly permitted by the Developer Documentation; and (b) Aggregated Data.  Any data that can be stored pursuant to this Section 4.1 is “Stored MDP Data”.

Stored MDP Data must be promptly deleted when a Client ceases to receive services from you relating to its MDP Data, upon your Client’s or LinkedIn’s request, or upon termination of these Additional MDP Terms.

 

4.2   Deletion of Stored MDP Data

You will permanently delete (in ten (10) days or less) any Stored MDP Data that was stored on behalf of a Client: (a) if it is no longer necessary to fulfill the Client’s business need or their data retention obligations; (b) if the Client ceases to receive services from you relating to such Stored MDP Data; or (c) upon the Client’s (or Account Manager’s) request.  In addition, you will permanently delete (in ten (10) days or less): (i) any or all Stored MDP Data upon LinkedIn’s request (email acceptable); or (ii) all Stored MDP Data for all Clients (except for Lead Form Response Data) upon termination of these Additional MDP Terms.  LinkedIn may require you to certify that you have complied with the deletion requirements applicable to the Stored MDP Data.

 

5. Application Requirements

Your Clients must be able to view MDP Data separately from data relating to other non-LinkedIn platforms.

5.1   Reporting, Training, and Fees

Your MDP Application must allow your Clients to obtain LinkedIn metrics (for example, relating to targeting, accounts, campaigns, and creatives) separately from metrics relating to other non-LinkedIn platforms.  For a given Account Manager, you can report via your MDP Application on aggregate data (including impressions or clicks) across digital channels so long as users of your MDP Application can separately view MDP Data and such aggregated data doesn’t include any MDP User Data.  You will use commercially reasonable efforts to train your sales and campaign management teams on MDP services.  You will ensure that any markup fees you apply to the MDP services or reporting on MDP Data are not attributed to costs charged by LinkedIn or combined with LinkedIn advertising costs (for example, CPM) in such a way that your users can’t distinguish LinkedIn costs from your markup fees.  You will not charge your Clients any fees for creating LinkedIn advertising or Page accounts.

You will maintain safeguards that are designed to keep all MDP Data secure.

5.2 Security

You will maintain physical, technical, and administrative safeguards that are designed to keep all MDP Data secure and that meet or exceed industry standards for this type of data. Any request to access MDP Data on behalf of an Authorized Client must comply with all LinkedIn technical and security requirements, and LinkedIn reserves the right to deny such access in its sole discretion.

 

6. Duration and Termination

These Additional MDP Terms will last from when you agree to them until they terminate as described in this Section.

6.1  Duration of Additional MDP Terms

These Additional MDP Terms will commence on the date you agree to them or the date you start using any MDP API (whichever occurs first) and continue until: (a) you discontinue use of all MDP APIs; (b) the API Terms of Use terminate; or (c) these Additional MDP Terms are terminated pursuant to Section 6.2 (“Termination for Convenience”).  For clarity, any termination of these Additional MDP Terms will not automatically terminate the API Terms of Use but any termination of the API Terms of Use will automatically terminate these Additional MDP Terms.  Neither party will be liable for any costs, expenses, or damages as a result of termination of these Additional MDP Terms.

Either party can terminate these Additional MDP Terms for convenience.

6.2  Termination for Convenience

Either party can terminate these Additional MDP Terms for convenience for any reason at any time upon thirty (30) days’ prior written notice to the other party.

 

Even after termination, many of your obligations under these Additional MDP Terms survive.

6.3  Survival

Upon termination of these Additional MDP Terms, all rights granted under these Additional MDP Terms will immediately terminate.  The following sections will survive termination of these Additional MDP Terms: all definitions, Sections 1.3, 3, 4.2, 5.2, 6.3, and 7-9. Upon request, each party will promptly destroy all Confidential Information (as defined below) of the other party in its possession, custody, or control provided that Confidential Information contained in backup media can 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.  Notwithstanding the preceding requirement: (a) each party can retain a copy of the other party’s Confidential Information as reasonably required for legal and auditing purposes and (b) you can retain Lead Form Response Data on behalf of your Authorized Clients subject to the requirements specified in these Terms.  LinkedIn may request that you certify in writing your compliance with this Section.

7. Confidentiality

Each party will protect the confidentiality of the other party’s confidential information.

7.1 Confidential Information

If either party (“Receiving Party”) under these Additional MDP Terms gains access to Confidential Information of the other party (“Disclosing Party”), then the terms of this Section will apply. “Confidential Information” means all information disclosed under these Additional MDP 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 Confidential Information 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 Additional MDP Terms; or (b) disclose the other party’s Confidential Information to any third party except as expressly permitted by these Additional MDP 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 Additional MDP Terms; and (ii) are under written confidentiality and non-use obligations at least as restrictive as those set forth in these Additional MDP Terms and which can extend to the Confidential Information.  Each party will take reasonable precautions to protect the confidentiality of the other party’s Confidential Information that are at least as stringent as it takes to protect its own Confidential Information.  Information will not be deemed Confidential Information under these Additional MDP 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 Additional MDP 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 Confidential Information.   For clarity, the fact that MDP Data is available through LinkedIn Services shall not constitute “publicly available” or “publicly known” under Subsection (1) or Subsection (2).  Notwithstanding the above, the Receiving Party can disclose the Disclosing Party’s Confidential Information, without violating these Additional MDP 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 Confidential Information so disclosed be used only for the purposes for which the order was issued. 

Receiving Party employees can further develop their general knowledge, skills, and experience, even if based on the Disclosing Party’s Confidential Information.

7.2  Residuals

The employees of the Receiving Party who have received or have been exposed to the Disclosing Party’s Confidential Information can further develop their general knowledge, skills, and experience (including general ideas, concepts, know-how, and techniques), which may be based on such Confidential Information.  The restrictions in Section 7.1 (“Confidential Information”) 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 Confidential Information under these Additional MDP Terms will not in any way limit or restrict the work assignments of any of the Receiving Party’s employees or contractors.

8. Indemnification

You will indemnify LinkedIn for any claims arising from your relationship with your Clients or Account Managers.

8.1 Your Indemnification Obligations

You will defend, hold harmless, and indemnify LinkedIn and the LinkedIn Affiliates (and our and their respective employees, shareholders, and directors)  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, alleged to have resulted from, or in connection with your interactions with your Clients and with Account Managers or interactions between your Clients and Account Managers (including any claim that any contract between any of the preceding parties has been breached).

9. General Terms

These Terms supersede any and all prior agreements and other communications between the parties which relate to the subject matter of these Terms.

9.1 General Terms

These 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 Terms.  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. Where written approval is required under these Terms, such approval must be by a duly authorized representative of the consenting party.