1. Program. If You choose to participate in the LinkedIn Talent Solutions Content Partner Program as set forth in the ordering document, then these Content Partner Program Terms, the LinkedIn Subscription Agreement executed between us (“LSA”), and the LinkedIn Service Terms (“Service Terms”) apply. In the event of a conflict between the ordering document, the LSA, or the Service Terms and these Content Partner Program Terms, these Content Partner Program Terms will prevail and govern.
2. Process. LinkedIn will use commercially reasonable efforts to introduce You to a content partner (“Content Partner”) that can develop specialized communications and marketing content (“Content”) for You (“Content Partner Program”). If, after the introduction, You wish to retain the services of a Content Partner, You must contract directly with such Content Partner to specify the scope of Content, including deliverables, delivery dates, fees, service levels, acceptance criteria, ownership, warranties and risk allocation (“Content Agreement”).
3. Content Delivery and Fees. You acknowledge and agree that the Content Partner will deliver the Content directly to You under the terms and conditions of Your Content Agreement with the Content Partner. LinkedIn will not be responsible for the delivery of any Content. However, LinkedIn will make payment for the Content to the Content Partner. You will pay LinkedIn all fees related to the Content under the Insertion Order.
4. Invoicing and Payment. LinkedIn will issue monthly invoices to You based on the Content Partner’s delivery of the Content to You in such month as reasonably determined by LinkedIn. In order to make such a determination, You agree that the Content Partner may provide ongoing delivery reports and related documentation to LinkedIn. Within thirty (30) days of receipt of the applicable invoice, You shall make payment to LinkedIn. In the event You fail to make payment to LinkedIn in accordance with this Section, You agree that Content Partner may exercise its rights and remedies under the Content Agreement with You (including seeking payment directly from You).
5. LinkedIn’s Limited Obligations. You acknowledge and agree that LinkedIn’s obligations are solely limited to payment of Content fees to the Content Partner, subject to LinkedIn’s receipt of payment from You. Other than LinkedIn’s limited payment obligation described herein, You will not have any right or remedy against LinkedIn in connection with the Content.
6. No Warranty. LinkedIn does not and cannot warrant the Content. LinkedIn provides no guarantees, conditions, covenants, indemnities, representations or warranties whether statutory, express or implied, and LinkedIn specifically disclaims any representation, warranty or condition of merchantability, fitness for a particular purpose, title or non-infringement, usage of trade, course of dealing or course of performance.
7. Limitation of Liability. In no event will LinkedIn be liable to You for any (i) indirect, incidental, consequential, special, exemplary or punitive damages, or any damages resulting from loss of use, data, profits, business or goodwill in connection with the Content, or (ii) damages in excess of the total fees paid or payable by You under the Insertion Order for the Content. Under no circumstance will LinkedIn be liable in any way for any loss arising out of the use of the Content.