Last Modified: April 4, 2018
<<THE FOLLOWING PROGRAM TERMS WILL NOT BE IN EFFECT UNTIL YOUR APPLICATION IS APPROVED BY LINKEDIN THROUGH THE JOB DISTRIBUTION PARTNER PROGRAM APPLICATION PROCESS>>
By using the job listings we make available to you as part of our Job Distribution Partner Program, you are agreeing to be bound by these Job Distribution Partner Program Terms (“Terms”). These 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 of the Designated Countries), 1000 West Maude Avenue, Sunnyvale, CA 94085, USA or LinkedIn Ireland Unlimited Company (if you reside and/or represent an entity in the Designated Countries), Gardner House, Wilton Plaza, Wilton Place, Dublin 2, Ireland (each and collectively, “LinkedIn”). “Designated Countries” means the countries in the European Union (EU), European Economic Area (EEA), and Switzerland. If you are using our job listings on behalf of a company or other entity, you represent and warrant that you have full legal authority to bind that entity to these Terms and by accepting these Terms, you are accepting these Terms on behalf of such entity. Capitalized terms will have the meaning set forth within these Terms. LinkedIn and you may each be referred to as a “Party” and collectively referred to as the “Parties.” Pursuant to these Terms, LinkedIn shall make various job listings available to you (“Job Listings”) so that you can post them on the job board websites and mobile applications that LinkedIn has approved in writing (“Job Listing Services”). LinkedIn’s approval of any job board website or mobile application may occur as part of the processing of your application to the Job Distribution Partner Program or via email from a duly authorized LinkedIn representative. LinkedIn shall make its Job Listings available to you via a job feed or some other mutually agreed upon delivery mechanism (“Job Feed”).
1. LICENSE TO JOB LISTINGS AND RESTRICTIONS.
a. License to Job Listings. Subject to these Terms, LinkedIn grants you a limited, non-exclusive, non-sublicensable, non-transferable and non-assignable (except in conjunction with a permitted assignment of these Terms) license, under LinkedIn’s intellectual property rights, to: (i) copy, store and make minor formatting changes to the Job Listings solely to make them available to end users through the Job Listing Services; (ii) display, publish, and otherwise make available the Job Listings to end users through the Job Listing Services; and (iii) use the Job Feed to fetch the Job Listings. For clarity, the minor formatting changes referenced in Subsection (i) shall, for example, include alterations to the size or resolution of the Job Listings but shall not include any editorial changes to the written copy therein (including any removal of equal opportunity or affirmative action notices).
b. Restrictions. Except as expressly permitted in these Terms, you shall not:
i) cause the Job Listings to be distributed or otherwise made available to end users or other third parties (including via any product, service, application or website);
ii) copy, modify or translate the Job Listings; or
iii) remove, disproportionately shrink or otherwise modify: (1) any branding or logo of LinkedIn (or of any third party such as customers) within the Job Listings; or (2) any links (including links back to LinkedIn services) or URL tracking parameters contained within the Job Listings, except as otherwise authorized by LinkedIn in writing (email acceptable).
c. Sharing by End Users. You shall use commercially reasonable efforts to prohibit (and require your partners and affiliates to prohibit) end users of the Job Listing Services from publishing (or otherwise making publicly available), modifying or in any way commercially exploiting any Job Listing.
d. Developer Documentation. Your use of the Job Feed and display of the Job Listings must comply with the technical documentation, usage guidelines, and other documentation (collectively, “Developer Documentation”) that LinkedIn makes available to you. In the event of any conflict between the Developer Documentation and these Terms, these Terms will control.
2. AVAILABILITY OF JOB LISTINGS.
a. Display of Job Listings. You will use commercially reasonable efforts to display the Job Listings on all relevant Job Listing Services that you own or operate and that LinkedIn has approved. For clarity, the preceding obligation will not require you to display any Job Listing that violates any content policy applicable to the Job Listing Services. You will display LinkedIn branding in close proximity to the Job Listings on the Job Listing Services, as reasonably requested by LinkedIn and in accordance with Section 4(b) (“License to Brand Features”).
b. Modification/Removal of Job Listings. LinkedIn reserves, on behalf of its customers, complete editorial freedom as to the form and content of the Job Listings and you shall use commercially reasonable efforts to accommodate reasonable requests by LinkedIn to modify or relocate any Job Listing. LinkedIn may, at any time, take any action that it determines to be appropriate with respect to the Job Listings, including without limitation, modifying any Job Listing or stopping (either temporarily or permanently) delivery of all or some Job Listings to you. If LinkedIn requests that you remove any Job Listing from any or all Job Listing Service(s) for any reason, then you will use your best efforts to remove the relevant Job Listing from such service(s) within five (5) days of any such request. LinkedIn shall not be liable for any actions, losses, damages, expenses or other liabilities that may arise out of your failure to comply with any request by LinkedIn under this Section 2(b).
c. Policies and Security. You will not place, nor will you enable a third party to place, any advertisement within any Job Listing. You will: (i) maintain your own user agreement and privacy policy applicable to end users of the Job Listing Services (“Your Policies”); (ii) comply with Your Policies; and (iii) prominently identify and link to Your Policies at those locations where users may download or access the Job Listing Services. You will ensure that the Job Listing Services: (1) comply with industry standard security measures and with all applicable laws, regulations and standards (including those relating to data privacy and security); and (2) comply with all record keeping requirements for the Job Listings promulgated by the Office of Federal Contract Compliance Programs.
d. Data and Reporting Requirements. You shall implement appropriate tracking mechanisms for all Job Listings (and links thereto) made available through the Job Listing Services. At the end of each calendar month, you will provide LinkedIn with all usage data requested by LinkedIn regarding end users’ interactions with or viewing of the Job Listings (including impressions, clicks, etc.) on the Job Listing Services (collectively, “Usage Data”). The Usage Data reports shall be in a format and file type specified by LinkedIn (likely Microsoft Excel or CSV) and shall be broken down by Job Listing Service, Job Listing and desktop, mobile web, and native mobile (as applicable). The Usage Data shall not include any personally identifiable information. LinkedIn may use Usage Data for its internal analytics purposes (including to improve its products and services) and may disclose such Usage Data to the relevant owners of the Job Listings for reporting purposes. LinkedIn may also disclose such Usage Data in aggregate (without identifying you or any specific Job Listing Service) for marketing purposes.
3. OWNERSHIP. As between the Parties, LinkedIn and its licensors own all right, title and interest (including all intellectual property rights) in the Job Listings and their Brand Features. Except to the extent expressly stated otherwise in these Terms, neither Party will acquire under these Terms any right, title or interest in the other Party’s intellectual property rights. You shall immediately notify LinkedIn upon becoming aware of any unauthorized use or distribution of any Job Listing by any third party and shall provide, at LinkedIn’s expense, such assistance as LinkedIn may reasonably request in taking action to prevent such unauthorized use or distribution.
4. PUBLICITY AND BRAND FEATURES.
a. No Publicity. Each Party must obtain prior written consent (email acceptable) from the other Party to promote this relationship between the Parties or the availability of the Job Listings within the Job Listing Services. Notwithstanding anything to the contrary in these Terms, LinkedIn may, without additional consent, include your name and logo on LinkedIn’s websites or applications for the purpose of listing LinkedIn’s job distribution partners as part of LinkedIn’s products or services and/or for marketing purposes.
b. License to Brand Features. Subject to the terms and conditions of these Terms, each Party grants the other Party a limited, non-exclusive, non-sublicensable, non-transferable and non-assignable (except in conjunction with a permitted assignment of these Terms) license to display its trade names, trademarks, service marks, logos and domain names (“Brand Features”) solely to the extent expressly permitted under these Terms or as otherwise mutually agreed upon in writing (email acceptable). Each Party agrees: (i) not to display the other Party’s Brand Features in any way that violates applicable law or in any way that suggests that the other Party has created, sponsored, or endorsed its products or services; and (ii) that all use or display of the other Party’s Brand Features will be in accordance with any branding guidelines provided by the relevant Party (LinkedIn’s branding guidelines are currently available at https://brand.linkedin.com/). All goodwill accrued from a Party’s use of the other Party’s Brand Features shall inure to the benefit of the owner of the relevant Brand Features.
5. TERM AND TERMINATION.
a. Term. These Terms will commence on the date you agree to them, continue for six (6) months, and thereafter shall automatically renew for additional one (1) year periods.
b. Termination for Cause. Either Party may terminate these Terms upon the occurrence of a material breach of these Terms by the other Party, if such breach is not cured within ten (10) days after written notice specifying the nature of the breach is received by the breaching Party.
c. Termination for Convenience. Either Party may at any time terminate these Terms for any reason upon sixty (60) days’ prior written notice to the other Party.
d. Effect of Termination. Upon termination of these Terms, you shall remove all Job Listings from the Job Listing Services. In addition, each Party shall, upon termination of these Terms, securely delete the other Party's Confidential Information (and all copies thereof), provided that Confidential Information contained in backup media may remain in such backup media for up to sixty (60) days or until it is deleted as part of the relevant Party's standard deletion processes, whichever occurs first. Notwithstanding the above, each Party may retain a copy of these Terms as reasonably required for legal and auditing purposes. The following Sections will survive any termination of these Terms: Section 2(d) (“Data and Reporting Requirements”), Section 3 (“Ownership”), Section 4(a) (“No Publicity”), Section 5(d) (“Effect of Termination”), and Sections 6- 10. In addition, you shall ensure that the Job Listing Services continue to comply with all record keeping requirements for the Job Listings promulgated by the Office of Federal Contract Compliance Programs.
6. CONFIDENTIALITY.
a. Definition of Confidential Information. Either Party (“Receiving Party”) under these Terms may gain access to confidential information of the other Party (“Disclosing Party”) concerning the Disclosing Party's prices, business, plans, technology, licensors or products that is marked as confidential by the Disclosing Party or that due to the nature of the information should be considered confidential (collectively, “Confidential Information”). For clarity, LinkedIn’s Confidential Information includes the Usage Data. The existence and terms and conditions of these Terms shall be considered both Parties’ Confidential Information. Information will not be deemed Confidential Information under these Terms if: (i) 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; (ii) it has become publicly known, except through a breach of these Terms by the Receiving Party; (iii) 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; (iv) it has been entirely independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or (v) it was communicated by the Disclosing Party to an unaffiliated third party free of any obligation of confidence.
b. Restrictions. Each Party agrees that it will not use in any way, for its own benefit or the benefit of any third party, except as expressly permitted by, or as required to implement, these Terms, nor disclose to any third party (except as required by law or to such Party’s attorneys, accountants and other advisors as reasonably necessary), any of the Disclosing Party’s Confidential Information. Each Party will: (i) 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; and (ii) cause each of its agents, advisors, contractors or employees that has access to the other Party’s Confidential Information to comply with the restrictions of confidentiality and non-use that are applicable to the Receiving Party in this Section 6. Notwithstanding the above, the Receiving Party may disclose the Disclosing Party’s Confidential Information, without violating these Terms, to the extent such disclosure is requested 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 law or regulation required, or for which the order was issued.
c. Residuals. The employees of the Receiving Party who have received or have been exposed to the Disclosing Party’s Confidential Information may further develop their general knowledge, skills and experience, which may be based on such Confidential Information. The restrictions in Section 6(b) (“Restrictions”) 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 Terms will not in any way limit or restrict the work assignments of any of the Receiving Party’s employees and agents.
d. 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 non-exclusive, perpetual and irrevocable right and license to use and commercially exploit 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 which would require products or services derived from such Feedback to be licensed to or from, or shared with, any third party.
7. WARRANTIES; WARRANTY DISCLAIMER.
a. Mutual Warranties. Each Party represents and warrants that: (i) it has full power and authority to enter into and perform its obligations under these Terms; (ii) the individual binding the Party under these Terms is authorized to do so; (iii) the execution of these Terms and performance of its obligations under these Terms does not and will not violate any other agreement to which it is a party; and (iv) it will comply with all applicable local, state, federal and foreign laws and regulations (including any laws or regulations relating to privacy and data protection) in connection with its performance under these Terms.
b. Exception to the Warranties. Both Parties act as passive conduits for the online distribution and publication of the Job Listings and neither Party has any obligation to screen or monitor any Job Listing (including to determine whether such Job Listing is in compliance with applicable law). As a result (and notwithstanding anything to the contrary in these Terms), neither Party shall be in breach of Section 7(a)(iv) solely as a result of any Job Listing violating any applicable local, state, federal or foreign law or regulation, unless such Party: (i) modifies the Job Listing in such a manner so as to cause the violation; or (ii) uses or distributes the Job Listing in breach of these Terms.
c. WARRANTY DISCLAIMER. THE JOB LISTINGS (INCLUDING ANY JOB FEED) AND LINKEDIN BRAND FEATURES ARE PROVIDED “AS IS” WITH NO WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND AND EXCEPT AS OTHERWISE SET FORTH IN SECTION 7(A) (“MUTUAL WARRANTIES”), BOTH PARTIES EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS UNDER THESE TERMS, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE AND/OR NON-INFRINGEMENT. IN PARTICULAR, LINKEDIN DOES NOT REPRESENT, WARRANT OR MAKE ANY CONDITION THAT THE JOB LISTINGS ARE ACCURATE OR OTHERWISE SUITABLE FOR THE JOB LISTING SERVICES OR THEIR END USERS. YOUR USE OF THE JOB LISTINGS AND JOB FEED(S) IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM YOUR USE OF THE JOB LISTINGS, INCLUDING ANY DAMAGE TO YOUR COMPUTER SYSTEMS OR LOSS OF DATA ARISING FROM THE JOB FEED(S).
8. INDEMNIFICATION.
a. Indemnification by You. You will defend, hold harmless, and indemnify LinkedIn and its affiliates (and LinkedIn’s and its affiliates’ customers, employees, directors, officers, contractors and representatives) from all claims and actions brought by third parties, including all damages, liabilities, costs and expenses, including reasonable attorneys’ fees, to the extent resulting from or arising in connection with: (a) your breach of your obligations under these Terms; or (b) the violation of any third party intellectual property right by any Job Listing Service or any of your Brand Features.
b. Indemnification by LinkedIn. LinkedIn will defend, hold harmless, and indemnify you and your affiliates (and your and your affiliates’ employees, directors, officers, contractors and representatives) from all claims and actions brought by third parties, including all damages, liabilities, costs and expenses, including reasonable attorneys’ fees, to the extent resulting from or arising in connection with: (a) LinkedIn’s breach of its obligations under these Terms; or (b) the violation of any third party intellectual property right by any LinkedIn Brand Feature.
c. Procedures. In connection with any claim or action described in this Section 8, the indemnified Party will: (i) give the indemnifying Party prompt written notice of the claim or action; provided that any delay in notification will not relieve the indemnifying Party of its obligations hereunder except to the extent that the delay impairs its ability to defend; (ii) 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 (iii) permit the indemnifying Party to control the defense and settlement of the claim or action upon written notice to the indemnified Party; provided that the indemnified Party will have the right to approve the attorneys that the indemnifying Party will retain for any claim. Further, the indemnified Party at its sole expense may participate in the defense and settlement of the claim or action with counsel of its own choosing. The indemnifying Party shall not settle any claim or action under this Section 8 on the indemnified Party’s behalf without first obtaining the indemnified Party’s written permission, which permission shall not be unreasonably withheld.
d. Exclusions. In the event any infringement claim is brought or threatened against any content, brand, service or technology (“Threatened Materials”), an indemnifying Party’s obligation to indemnify the other Party for the claim will not apply if the infringement arises as a result of: (i) any use of the Threatened Materials in a manner other than as specified in these Terms; (ii) any use of the Threatened Materials in combination with other software, products, equipment, devices, systems or data not supplied by the indemnifying Party to the extent such claim is directed against such combination; or (iii) any alteration, modification or customization of the Threatened Materials 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.
9. LIMITATION OF LIABILITY. OTHER THAN FOR CLAIMS ARISING UNDER SECTION 1 (“LICENSE TO JOB LISTINGS AND RESTRICTIONS”), SECTION 2(B) (“MODIFICATION/REMOVAL OF JOB LISTINGS”), SECTION 2(C) (“POLICIES AND SECURITY”), SECTION 6 (“CONFIDENTIALITY”) OR INDEMNIFICATION OBLIGATIONS UNDER SECTION 8 (“INDEMNIFICATION”), NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY UNDER THESE TERMS FOR: (A) ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, SPECIAL OR RELIANCE DAMAGES RELATED TO THESE TERMS; OR (B) ANY DAMAGES IN EXCESS OF FIVE HUNDRED THOUSAND DOLLARS ($500,000). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTION 7(C) (“WARRANTY DISCLAIMER”) AND SECTION 9 (“LIMITATION OF LIABILITY”) MAY NOT APPLY. EACH PARTY HAS NEGOTIATED THESE TERMS WITH DUE REGARD FOR THE BUSINESS RISK ASSOCIATED WITH THE ARRANGEMENTS DESCRIBED IN THESE TERMS.
10. GENERAL.
a. Governing Law; Attorneys’ Fees. If you reside (and/or represent an entity) in a Designated Country: (i) the laws of Ireland, notwithstanding any conflicts of law principles and the United Nations Convention for the International Sale of Goods, shall exclusively govern any dispute relating to these Terms; and (ii) any action or proceeding arising from or relating to these Terms must be brought in Dublin, Ireland. If you reside (and/or represent an entity) outside of the Designated Countries: (1) the laws of the state of California, USA, notwithstanding any conflicts of law principles and the United Nations Convention for the International Sale of Goods, shall exclusively govern any dispute relating to these Terms; and (2) any action or proceeding arising from or relating to these Terms must be brought in the federal or state courts in Santa Clara County, California, USA. In the event of litigation between the Parties arising out of or related to these Terms, the prevailing Party will be entitled to recover its attorneys' fees and costs incurred.
b. Remedies. All rights and remedies of the Parties, under these Terms, in law or at equity, are cumulative and may be exercised concurrently or separately.
c. Notices. LinkedIn may notify you via postings on the Job Distribution Partner Program site, currently located at https://business.linkedin.com/talent-solutions/cx/17/05/job-distribution-partner-program/terms-and-conditions (“Program Site”) or via the email address associated with your application to the Job Distribution Partner Program. You may contact LinkedIn 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. Any notices that you provide without compliance with this section shall have no legal effect.
d. Relationship Between the Parties. Nothing in these Terms will be construed as creating a partnership or joint venture of any kind between the Parties and neither Party will have the authority or power to bind the other Party or to contract in the name of or create a liability against the other Party in any way or for any purpose.
e. Assignment. You may not assign these Terms, in whole or in part, without LinkedIn’s prior written consent. Any assignment in violation of this Section is null and void. For purposes of this Section, a sale of assets, merger or other change of control shall constitute an assignment.
f. 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, without limitation, acts of God, earthquake, fire, flood, embargo, catastrophe, sabotage, utility or transmission failures, governmental prohibitions or regulations, national emergencies, insurrections, riots or wars, or viruses which did not result from the acts or omissions of such Party, its employees or agents, strikes, work stoppages or other labor difficulties, or outages of any part of the internet. The time for any performance required hereunder will be extended by the delay incurred as a result of any such force majeure event.
g. Amendments to these Terms. You must comply with these Terms in order to access and use the Job Listings. The most current version of these Terms can be reviewed on the Program Site. LinkedIn reserves the right to modify, supplement, or replace these Terms, effective prospectively, upon posting on the Program Site or otherwise notifying you. For example, LinkedIn may present a banner on the Program Site when LinkedIn has amended these Terms so that you may access and review the changes prior to your continued use of the Job Listings. If you do not agree to changes to these Terms, you can terminate these Terms by discontinuing use of the Job Listings and Job Feed.
h. Communications and Marketing by LinkedIn. LinkedIn may use, store, and disclose contact information submitted by you to LinkedIn in connection with the Job Distribution Partner Program in order to contact you regarding the Job Distribution Partner Program or to contact you regarding other LinkedIn programs, products and services (including to send marketing communications), and as otherwise permitted by our Privacy Policy (currently located at: https://www.linkedin.com/legal/privacy-policy). You acknowledge that if you share the contact information of your employees or independent contractors with us, LinkedIn may also contact them in accordance with these Terms.
i. Miscellaneous. Except as expressly provided for elsewhere in these Terms, each Party will be responsible for all costs and expenses incurred by such Party in performing its obligations or exercising its rights under these Terms. These Terms (including the Developer Documentation) constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede any and all prior proposals (oral and written), understandings, representations and other communications between the Parties, which relate to the subject matter of these Terms. The titles, headings and subheadings used throughout these Terms are intended solely for convenience of reference and form no part of these Terms. If any provision of these Terms is found by a court of competent jurisdiction to be unenforceable, such provision will be construed so as to render it enforceable to the maximum extent possible in order to achieve the intention of these Terms and the validity of the remaining provisions hereof will not in any way be affected or impaired thereby. These Terms may only be amended by a written instrument signed by both Parties or in accordance with Subsection (g). A Party’s waiver of any breach of these Terms by the other Party will not constitute a waiver of any rights or any subsequent breach of the same or different provision. 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. The word “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.
j. Questions or Comments
If you have questions or comments about these Terms, please contact us online at jobdistributionpartners@linkedin.com (with “Job Distribution Terms” in email subject line) or by physical mail at:
LinkedIn Corporation | LinkedIn Ireland Unlimited Company
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