This LinkedIn Sales Solutions Demo License Agreement (“DLA”) governs any ordering document entered into by the partner identified in that ordering document (“Partner”) and the LinkedIn company identified in that ordering document (“LinkedIn”). This DLA governs Partner’s access to and use of the demo version of the LinkedIn’s Sales Navigator services (the “services”). This DLA and any other incorporated terms, comprise the complete understanding between the parties on the subject matter (“Agreement”).
1. Free Demo. The services, subject to any limits that LinkedIn may impose, is provided without charge to Partner for the Term (defined below). Partner understands that the services are offered separately from LinkedIn’s paid services and that Partner is not entitled to any features, benefits, or functionality of any such paid services. Additionally, LinkedIn does not guarantee that Partner will be able to retrieve any data that it maintains within the services or that any such data can be ported or transferred to any of LinkedIn’s paid services. If Partner decides to use a paid LinkedIn services, Partner agrees that it will be required to enter into a separate agreement for those paid services.
2.1. Use of services. Partner may access the services only for the Term and may use the services only for purposes of integrating Partner’s product described in Exhibit A attached to this Agreement with the specific version of LinkedIn Sales Navigator also described in the attached Exhibit A (the “Purpose”). Only Partner-designated employees and contractors (each a “Partner User” and together the “Partner Users”) are authorized to use the services. Partner (a) will designate in writing one Partner User for each seat and (b) will not, and will not permit a Partner User to, share a Partner User’s access to the services with any other individual. In the event that any Partner User is no longer able to use the services, that Partner User’s license may be reassigned to a new Partner User, provided that Partner notifies LinkedIn of any such reassignment. Partner may only use the services for Partner’s internal use. Partner will not use the services for developing sales leads, revenue generation or other commercial purposes. Partner Users must be a Member when accessing the services through LinkedIn.com. A “Member” is an individual who signs-up to use LinkedIn’s services under LinkedIn’s user agreement, currently available at https://www.linkedin.com/legal/user-agreement, as amended by LinkedIn from time to time (“User Agreement”). The terms of the User Agreement are incorporated into this DLA. Partner will ensure that Partner Users comply with the User Agreement when using the services. Partner will not provide access to the services to any third party. Partner will notify LinkedIn immediately of any unauthorized use of the services or any other breach of security related to the services. Partner may only use information about Members that it collects in connection with its use of the services in furtherance of the Purpose and as expressly permitted in this DLA. LinkedIn may communicate to Partner Users about the services, including how to use the services.
2.2. Provision of services. Partner is solely responsible for providing LinkedIn with the information necessary for LinkedIn to provide the services. Partner is solely responsible for the accuracy, quality and legality of such information. If the services must integrate with third-party systems or applications used by Partner (e.g. an applicant tracking system, “ATS” or a Partner relationship management system, “CRM”), Partner is solely responsible for the integration and related activities. LinkedIn disclaims any and all liability for the use of third-party systems or applications, including, without limitation, any liability relating to infringement of intellectual property or other proprietary rights.
2.3. Data Protection. If either party processes Personal Data (as defined in Section 1 of the DPA) on behalf of the other pursuant to this Agreement, then LinkedIn and Partner will comply with the terms of the LinkedIn Data Processing Agreement, currently available at https://legal.linkedin.com/bd-dpa (“DPA”), the terms of which are incorporated into this DLA.
2.4. Compliance with Laws. The parties will comply with all applicable Data Protection Requirements (as defined in Section 1 of the DPA) and all international, federal, state, provincial and local laws relating to (a) corruption practice, bribery, and acts contrary to the public administration including the US Foreign Corrupt Practices Act of 1977, 15 U.S.C. § 78dd-1, et seq.; and (b) discrimination against employees or job applicants based on race, color, religion, sex, national origin, veteran status or disability. LinkedIn is enrolled in the U.S. Department of Homeland Security’s E-Verify program regarding the immigration and employment eligibility of newly hired employees.
3. Confidential Information.
3.1 Definition. “Confidential Information” means any information disclosed under the Agreement that (a) if tangible, is clearly marked as “Confidential” or with a similar designation; (b) if intangible, is identified as “Confidential” by discloser at the time of disclosure and confirmed in writing to recipient as being Confidential Information; or (c) from the relevant circumstances should reasonably be known by recipient to be confidential (e.g. pricing, non-public Personal Data, etc.). Confidential Information does not include any portion of the information that recipient can prove (a) was rightfully known to recipient before receipt from discloser; (b) was generally known to the public on the Effective Date; (c) becomes generally known to the public after the Effective Date, through no fault of recipient; (d) was received by recipient from a third party without any confidentiality obligation; or (e) was independently developed by recipient without breach of this section 3.
3.2 Limited Use and Non-Disclosure. Recipient will (a) use Confidential Information only for the purposes of furthering the Purpose; (b) protect Confidential Information using the same degree of care it uses to protect its own confidential information of a like nature, but in no event less than a reasonable degree of care; (c) not disclose Confidential Information to any third party except (1) to Affiliates or employees, students, consultants, and agents who (i) have a need to know it in order to carry out their obligations under the Agreement, and (ii) are under written confidentiality and non-use obligations at least as restrictive as those stated in this DLA or (2) as required by law; and (d) not modify, reverse engineer, decompile, create other works from, or disassemble any Confidential Information, to the extent applicable, unless authorized in writing by discloser. “Affiliate” means any entity that controls, is controlled by, or is under common control with, a party.
4. Intellectual Property Rights and Ownership. The services and all intellectual property rights therein, are and will remain the property of LinkedIn (and its Affiliates and subsidiaries). LinkedIn grants no right, title or interest in any intellectual property rights, except for the limited rights stated in the Agreement. Partner agrees not to (and not to allow any third party to): (a) sublicense, distribute, or use the services outside of the limited scope of usage granted in this Agreement; (b) copy, modify, adapt, translate, prepare derivative works from, reverse engineer, disassemble, or decompile the services or otherwise attempt to discover any source code or trade secrets related to the services; (c) rent, lease, sell, assign or otherwise transfer rights in or to the services; (d) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the services; (e) use the trademarks, trade names, services marks, logos, domain names and other distinctive brand features or any copyright or other proprietary rights associated with the services for any purpose without the express written consent of LinkedIn; (f) register, attempt to register, or assist anyone else to register any trademark, trade name, serve marks, logos, domain names and other distinctive brand features, copyright or other proprietary rights associated with LinkedIn (or its Affiliates and subsidiaries) other than in the name of LinkedIn(or its Affiliates and subsidiaries, as the case may be); or (g) remove, obscure, or alter any notice of copyright, trademark, or other proprietary right appearing in or on any item included with the services. Partner is not obligated to provide LinkedIn or its Affiliates with any suggestions, enhancement requests, or other feedback about the services or related technology. However, if Partner does provide any feedback to LinkedIn, LinkedIn may use and modify it without any restriction or payment.
5. Term and Termination.
5.1. Term. This DLA is effective on the date the first ordering document is executed by LinkedIn and Partner (“Effective Date”) and remains in effect until terminated as provided below or until thirty (30) days after all Order Forms between the Partner and LinkedIn cease to be effective, whichever is earlier (the “Term”).
5.2. Termination and Suspension. Either party may terminate this DLA if the other party materially breaches the Agreement and fails to cure the breach within 30 days after receiving notice of the breach. LinkedIn reserves the right to change, discontinue, suspend, or update the services (or any portion thereof) at any time, which may include suspending or terminating Partner or any Partner User’s access to the services. Notwithstanding anything to the contrary, LinkedIn may terminate this Agreement, the DLA, the services, or any portion thereof at any time for any or no reason.
5.3. Effect of Termination. Partner will block Partner Users from access to the services and LinkedIn may remove or discard all content that Partner uploaded or otherwise made available to LinkedIn. The provisions of this DLA that by their nature extend beyond the termination of this DLA will survive termination.
6. Limited Warranty; Disclaimer. The services are provided “as is” and “as available.” Any use of the services shall be at Partner’s sole risk. LinkedIn does not makes any warranties, express, implied, statutory or otherwise, including but not limited to warranties of merchantability, title, fitness for a particular purpose or non-infringement. Partner may have other statutory rights. However, to the full extent permitted by law, the duration of statutorily required warranties, if any, shall be limited to the limited warranty period. LinkedIn shall not be liable for delays, interruptions, services failures and other problems inherent in use of the internet and electronic communications or other systems outside the reasonable control of LinkedIn. LinkedIn does not warrant that Partner’s use of the services will meet Partner’s expectations and is not responsible for any decisions or actions taken (or not taken) by Partner based Partner’s use of the services.
7.1. Indemnification Scope . Partner will indemnify, hold harmless and defend LinkedIn its Affiliates, subsidiaries and services providers, at Partner’s expense, from any and all third-party claims, actions, proceedings, and suits brought against LinkedIn or any of its officers, directors, employees, agents or Affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, reasonable attorneys' fees and other litigation expenses) incurred by LinkedIn or any of its officers, directors, employees, agents or Affiliates, arising out of or relating to (a) the infringement of a third party’s intellectual property right by any content, data or other information uploaded into the services, LinkedIn’s systems or otherwise provided by Partner, (b) Partner’s breach of any term or condition of this Agreement, (c) Partner’s use of the services, (d) Partner’s violations of applicable laws, rules or regulations in connection with the services, (e) any representations and warranties made by Partner concerning any aspect of the services to any third party; (f) any claims made by or on behalf of any third party pertaining directly or indirectly to Partner’s use of the services; (g) violations of Partner’s obligations of privacy to any third party; and (h) any claims with respect to acts or omissions of any third party in connection with the services. LinkedIn will defend and indemnify Partner against all third party claims to the extent resulting from or alleged to have resulted from the Services’ infringement of a third party’s intellectual property right.
7.2. Indemnification Procedures. LinkedIn will provide Partner with written notice of any claim, suit or action from which Partner must indemnify LinkedIn. Partner will cooperate as fully as reasonably required in the defense of any claim. LinkedIn reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by Partner.
8. Limitation of Liability.
8.1 Damages Waiver . To the fullest extent permitted by law, LinkedIn, including its respective Affiliates, will not be liable to Partner in connection with the Agreement for any lost profits or loss of business opportunities, loss of use, lost or inaccurate data, failure of security mechanisms, interruption of business, costs of delay or any indirect, special, incidental, reliance or consequential damages of any kind (including lost profits), regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise, even if informed of the possibility of such damages in advance. LinkedIn will not be liable to Partner for any Personal Data Breach (as defined in Section 1 of the DPA).
8.2 Liability Cap. LinkedIn's and its Affiliates’, subsidiaries', and services providers’ total cumulative liability to Partner or any other party for any loss or damages resulting from claims, demands, or actions arising out of or relating to this Agreement, whether in contract, tort, negligence, strict liability, or otherwise, will not exceed one hundred dollars ($100 USD).
9. Dispute Resultion. If an issue arises under the Agreement and the applicable ordering document was signed by (a) LinkedIn Corporation, then the Agreement is governed by the laws of the State of California, and any action or proceeding (including those arising from non-contractual disputes or claims) related to the Agreement will be brought in a federal court in the Northern District of California; (b) LinkedIn Ireland Unlimited Company, then the Agreement is governed by the laws of Ireland, and any action or proceeding (including those arising from non-contractual disputes or claims) related to the Agreement will be brought in Dublin, Ireland; or (c) LinkedIn Singapore, then the Agreement is governed by the laws of Singapore, and any action or proceeding related to the Agreement will be brought in Singapore. Each party irrevocably submits to the jurisdiction and venue of the applicable courts. The prevailing party in any litigation may seek to recover its legal fees and costs.
10. Miscellaneous. If a conflict exists between any of the terms in the Agreement, then the DPA will govern, followed by the ordering document, this DLA, the services Terms, and finally the User Agreement. Neither party relies on any undertaking, promise, assurance, statement, representation, warranty or understanding of any person relating to the subject matter of the Agreement, other than as stated in the Agreement. Notices will be provided in writing and delivered by commercial overnight courier to the address of the other party stated on the ordering document, unless otherwise stated in the Agreement. Notices are effective on the date of delivery as indicated in the records of the courier. The Agreement does not create a partnership, agency relationship, or joint venture between the parties. Neither party has the power or authority to bind the other or to create any obligation or responsibility on behalf of the other. Under no circumstances will any employee of one party be deemed to be the employee of the other. LinkedIn may name Partner as a Partner of LinkedIn’s in its marketing and promotional materials. Neither party will assign the Agreement in whole or in part without the other party’s prior written consent (which consent will not be unreasonably denied, delayed or conditioned), except to an Affiliate or a successor that is not a competitor of the non-assigning party, made in connection with a merger or sale of all or substantially all of a party’s assets or stock. Any attempted assignment in violation of this restriction is void. The Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. Partner will provide LinkedIn written notification if Partner is purchasing services through a LinkedIn approved agency. If Partner is an agency binding a client under this DLA, Partner (a) represents and warrants that it has the authority to bind the client under this DLA; (b) will notify LinkedIn in writing of the name and address of its client that will access and use the services; and (c) remains jointly and severally liable for all of Partner’s obligations under the Agreement. If the Agreement is translated into a language other than English, the translation is for convenience only, and the English language version will govern. LinkedIn may remotely monitor Partner’s use of the services to ensure compliance with the Agreement. If any provision of the Agreement is unenforceable, that provision will be modified to render it enforceable to the extent possible to give effect to the parties’ intentions and the remaining provisions will not be affected. The parties may amend the Agreement only in a written amendment signed by both parties, except for the User Agreement and services Terms, which may be modified in accordance with their terms. If this DLA will be executed then it can be executed electronically and in counterparts, each of which is deemed to be an original and together comprise a single document. Each party represents and warrants that the individual binding a party under this DLA is authorized to do so.