ADDITIONAL TERMS TO THE API TERMS OF USE SPECIFIC TO THE LINKEDIN SALES NAVIGATOR APPLICATION PLATFORM

<<THE FOLLOWING TERMS WILL NOT BE IN EFFECT UNTIL YOUR APPLICATION TO THE SALES NAVIGATOR APPLICATION PLATFORM PROGRAM IS APPROVED BY LINKEDIN>>

We are excited that you have chosen to enroll in this Sales Navigator Application Platform program (“SNAP Program”) and integrate LinkedIn Sales Navigator identity and insights into your Application. By enrolling in this SNAP Program, you are agreeing to be bound by the API Terms of Use, including all modifications thereto and these Additional Terms (collectively, “SNAP Terms”). These SNAP Terms constitute a legally binding agreement between you (or the entity you represent) and LinkedIn Corporation (if you reside and/or represent an entity outside one of the Designated Countries) located at 1000 West Maude Avenue, Sunnyvale, CA 94085, USA or LinkedIn Ireland Unlimited Company (if you reside in and/or represent an entity in the Designated Countries) located at Gardner House, Wilton Plaza, Wilton Place, Dublin 2, Ireland (each and collectively, “we”, “us”, “our” or “LinkedIn”).  All capitalized terms not defined herein shall have the meaning ascribed to them under the API Terms of Use.

1.            Overview

Your enrollment in the SNAP Program and installation of the LinkedIn Sales Navigator APIs (“SNAP APIs”) in your Application (the “Integration”) will allow your Integration Customers (defined below) to target, understand and engage with leads and prospects directly within your Application.  The SNAP Program involves two types of Integrations: (i) Display Services, which enables Integration Customers, upon Integration within your Application, to interact with members and companies on Sales Navigator without directly receiving the underlying LinkedIn data (e.g. provided via iFrame or javascript libraries); and (ii) Analytics Services, which upon integration into your Application, provides your Integration Customers the ability to report on their Sales Navigator activities (e.g. profile views, searches, leads saved).

 

For purposes of clarity, both Integrations may not be made available to all partners. As part of your application to the SNAP Program, you shall specify the specific Integration(s) you wish to enable and you will be allowed access to the corresponding SNAP APIs for such Integration(s) (each, a “SNAP API”) to the extent approved in writing by LinkedIn.

2.                API Terms of Use:    Terms not specifically addressed in these Additional Terms are covered by the API Terms of Use, which is hereby incorporated by reference.  To the extent there is a conflict between these Additional Terms and the API Terms of Use, these Additional Terms shall control.

3.               License Grant: The license to SNAP APIs granted to you under the API Terms of Use shall be limited to the applicable SNAP API(s) and further restricted as follows:

a.     Your rights to allow your customers to use the Integration and display the Content within your Application shall be limited to your customers who have an active license to both your Application and LinkedIn Sales Navigator (“Integration Customers”);

b.     Your rights to display the Content shall be limited to licensed seat holders of LinkedIn Sales Navigator within the Integration Customers’ organization (“Licensed Seat Holders”); and

c.     You shall not use Content obtained from the SNAP APIs for sales efforts or management of customer relationships by other customers and partners of the Integration Customer and furthermore, such Content shall not be used for purposes of creating or populating a profile on a third-party service.

4.              Sales Navigator License:     LinkedIn may grant you licenses to Sales Navigator seats under terms of the LinkedIn LSS  Demo License Agreement separately entered into between you and LinkedIn pursuant to an Order Form.  Such licenses shall be used exclusively for demonstration and development purposes and shall not be used for the benefit of improving sales within your entity and furthermore, shall not be distributed to your customers and/or other third parties.

5.                 License to LinkedIn:     You hereby grant LinkedIn a royalty-free, non-exclusive, non-transferable license to your Application solely for purposes of demonstration and/or improving the Integration.

6.               Development Timeline:      You hereby agree to complete development and launch of the Integration within twelve (12) months after you are first provided access to the SNAP API(s), failing which, LinkedIn may terminate these SNAP Terms upon 30 days’ written notice, unless you have cured the breach within such 30 days.

7.               Promotion:   You will make good faith efforts to promote the Integration to your existing and potential customers through a dedicated landing page that describes the Integration and provides guidance on how Integration Customers can activate it.  All promotional efforts, including launch of the dedicated landing page, blog posts, press releases, etc., shall be subject to prior written consent from LinkedIn.

8.               Certification:   You must submit a description of the SNAP API calls and design flow of the proposed Integration, including mocks, to LinkedIn for its written approval before you begin work on the integration of the SNAP APIs.  If we approve such mocks, then they will be made a part of these Additional Terms. Furthermore, you may make the Integration available to no more than 25 users (in the aggregate) within the Integration Customer organization strictly for purposes of testing (“Beta Integration Customers”). Thereafter, you will present a demonstration of the integration of the SNAP APIs within the Application which must be further approved by LinkedIn in writing: (i) in advance of your first promotion of it, distribution of it, or making it generally available for the Integration Customers (any of which will be considered a “Launch” of the Integration), (ii) prior to Launching a material modification to a previously approved version of the Integration, and (iii) you shall provide us with the necessary materials for marketing the Integration, including, a description of your business and/or entity, your logo, the Integration landing page, the relevant url and a point of contact for joint customer escalations.   While we will make reasonable efforts to respond to certification requests, we do not promise any timeframe for such response. Our written approval for matters discussed in this section may be provided by email.

9.              Support:       Notwithstanding our right to stop providing support or modifications for the SNAP APIs, without notice, as discussed in Section 8.1 (Support and Updates) of the API Terms of Use, we hereby agree that any such termination of support and/or cessation of providing  modifications will be effective upon 60 days’ prior notice to you. Similarly, we will provide you at least 60 days’ notice of the requirement to use a new version. You acknowledge that once LinkedIn releases a subsequent version of an API, the prior version of such API may stop working or may no longer work in the same manner and LinkedIn may discontinue the prior version of such API at any time. Your continued use of the SNAP APIs following a subsequent release will be deemed your acceptance of modifications.  You will be responsible for all technical support (email or telephone) to the Integration Customers and you shall ensure that such customer support is of the same standard and has equivalent service level agreements as your then-current support terms and service level parameters as the support you offer for your other core products. Further, you shall be solely responsible for clear communication of such support responsibilities and service level agreement in your communications with the Integration Customers, including in your marketing and other support materials. You will not be deemed to be in breach of this section in the event you are unable to meet your support commitments to Integration Customers solely due to LinkedIn’s failure to support the SNAP APIs

10.             Access to LinkedIn:    You hereby agree to provide LinkedIn with access to your Application and/or other materials related to your use of the SNAP APIs as reasonably requested by LinkedIn to verify your compliance with the SNAP Terms and to review the Integration at any time
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11.                     Fees:   You shall not charge Integration Customers, directly or indirectly, for access and/or usage of data obtained via the integration of the SNAP APIs with your Application.  For example, you shall not impose any add-on fees to the Integration Customers solely for purposes of accessing the Integration. Without contradicting the foregoing, the restrictions in this Section 11 are meant to limit your ability to charge the Integration Customers for the Integration and do not limit your ability to price your products independent of the Integration.

12.           Wind Down Period:     Without contradicting anything stated in the API Terms of Use, the Integration Customers who were given access to the Integration during the Duration  may continue to access data made available through the Integration for one year following the termination of the SNAP Terms and each party shall reasonably cooperate to ensure an orderly wind down of the relationship (“Wind Down Period”).  During any such Wind Down Period, you shall not: (i) undertake or continue any marketing efforts to promote the Integration; or (ii) acquire any new Integration Customers.  Notwithstanding the foregoing, if either party terminates the SNAP Terms pursuant to the termination provisions of the API Terms of Use, the terminating party shall have the right to elect whether to proceed with the Wind Down Period.

If you have any questions or comments about these SNAP Terms, please contact us at: SNAP@linkedin.com (with “SNAP Terms” and your company name in the email subject line) or by physical mail at:




LinkedIn Corporation LinkedIn Ireland Limited
Attn: SNAP Issues Attn: SNAP Issues
1000 West Maude Avenue Wilton Place, Wilton Plaza
Sunnyvale, CA 94085 Dublin 2
USA Ireland