1.1 LinkedIn Plugins (“Plugins”) are tools that you may place on your website or application (“Application”) which allow users of your Application (“Users”) to access and view content on LinkedIn websites. You agree that these Plugins may display LinkedIn logos, information available on LinkedIn, search boxes that link to information located at LinkedIn.com, advertising for LinkedIn or advertising for third party products (“Plugin Content”).

1.2 Plugins include Plugin Content, as well as all software files or images incorporated in, or generated by, the Plugins, and any and all data and html embedded code that accompanies the Plugins, and any upgrades, enhancements or modifications to such software and code.

1.3 You acknowledge and agree that we may use data capture, syndication analysis and other similar tools to track, extract, compile, aggregate and analyze any data or information resulting from use of a Plugin. If you object to our use of any of the foregoing tools, your sole recourse is to stop using the Plugins and remove the Plugins from your Application.

Subject to your compliance with this Agreement, LinkedIn grants you a non-exclusive, non-transferable, non-sublicensable, revocable license to use and display the Plugins on your Application solely for your own use as permitted by this Agreement. You are not licensed to use the Plugins for any other purpose, and, except for the limited license set forth herein, nothing in this Agreement shall be deemed to grant you any right, title or interest in the Plugins.

The Plugin license is subject to the following restrictions on use: (a) you may not use the Plugins to facilitate the sale of access to LinkedIn or any information therein without LinkedIn’s prior written approval; (b) you may not obscure or disable any element of the Plugins; (c) your Application title and other trademarks and logos must appear at least as prominent as LinkedIn's trademarks and logos in the Plugins; (d) you may not display the Plugins in any manner that implies partnership with, affiliation with, sponsorship, or endorsement by LinkedIn; (e) you may not display the Plugin on any Application that disparages LinkedIn or its products or services, infringes any LinkedIn or third party intellectual property or other right, or violates any applicable law, self-regulatory rules, industry rules and governmental regulations (collectively, “Applicable Law”); (f) you may not place the Plugins on Applications that include content that is offensive, abusive, harassing, threatening, discriminatory, vulgar, pornographic, or otherwise inappropriate as determined by LinkedIn in its sole discretion and (g) you may not commingle or supplement the Plugin Content with any other LinkedIn data (e.g., you cannot supplement the data you have received via the Plugins with data scraped from our website (whether that scraping was done by you or someone else)). Subject to the limited license granted to you above, the Plugins and the Plugin Content may not be copied, modified, deleted, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed without LinkedIn’s prior written approval in each instance. You acknowledge and agree that LinkedIn may crawl or otherwise monitor your Application for the purpose of confirming compliance with this Agreement. You must never use or include the following Plugins or Plugin Content in any advertisements or for purposes of targeting advertisements: Follow Company, Member Profile, Company Insider, Jobs You Might Be Interested In and LinkedIn AutoFill.

You are responsible for, and agree that you will, provide sufficient notice and choice to and obtain the appropriate consent from your Users, under Applicable Law, regarding any collection, disclosure, use and security of information that you collect in connection with the Auto-Fill Plugin (“Autofilled Information”).  Without limiting the foregoing, you will include a clear and prominent notice that your use of the Autofilled Information will be subject to your privacy policy and include a link to your privacy policy.  Subject to your privacy policy and Applicable Law, as well as the scope of any notices that you have provided and consents that you have obtained, you may: (a) use the Autofilled Information only for the purpose specified on your Application near the Auto-Fill Plugin button and (b) share Autofilled Information only with someone acting on your behalf, such as your service provider, provided that you are responsible for ensuring their respective compliance with this Agreement and for limiting their respective use of the Autofilled Information on your behalf.  Without limiting the foregoing, you shall not (x) sell the Autofilled information; (y) combine the Autofilled Information with any data obtained by or on behalf of another advertiser; or (z) except for usage that is solely on your own behalf, compliant with this Agreement and in a manner that does not identify the applicable individuals as associated with LinkedIn nor includes any information other than a primary identifier (e.g. email address), transfer any Autofilled Information (including anonymous, aggregate, or derived data) to any, or use in your capacity as an, ad network, ad exchange, data broker or other advertising or monetization related service.  You agree to use reasonable measures to protect the confidentiality of Autofilled Information and to use appropriate security safeguards to protect Autofilled Information in accordance with industry standards.

Your use of the Plugins must also comply with the following terms, which are hereby incorporated by reference: the LinkedIn API Terms of Use; the LinkedIn User Agreement; the LinkedIn Privacy Policy; the LinkedIn Cookie Policy; and the LinkedIn Branding Guidelines.  In the event of any conflict between the content in this document and the above documents, this document controls your use of the Plugins.

You will comply with all Applicable Law with respect to the use of the Plugins and the use of any AutoFill Information (including as applicable, offering the ability to and honoring any unsubscribe or opt-out, complying with consumer protection laws relating to marketing or telemarketing and complying with privacy and security laws).

You may not display the Plugins in a manner that does not permit successful linking to, redirection to or delivery of the applicable Plugin Content. You may not insert any intermediate page, splash page or other content between the Plugins and the applicable Plugin Content.

Your Application must include your own user agreement and privacy policy.  Your user agreement and privacy policy must be prominently identified and located where Users download or access your Application.  Your privacy policy must comply with all Applicable Law and accurately describe the collection, use, storage and sharing of data.

Subject to the terms of this Agreement and the LinkedIn Branding Guidelines, we grant you a limited, non-exclusive, non-assignable, non-sublicensable, non-transferable and revocable license during the term of this Agreement to display the LinkedIn trademarks or logos that we may make available to you to publicize your use of the Plugins, but you may not state or imply that you have a partnership, or any other type of relationship, with LinkedIn, or make any other statements that suggest that your use of the Plugins exceeds the scope of use permitted by this Agreement.

We may publicly refer to you, orally or in writing, as a licensee of the Plugins and we may publish your name and/or logo (with or without a link to your Application) on the LinkedIn website or service, in press releases, and in promotional materials without your prior consent.  Following the termination of this Agreement and upon written request from you, LinkedIn will make commercially reasonable efforts to remove all references and links to your Application from the LinkedIn website or service. LinkedIn will have no other obligation to delete copies of, references to, or links to, your Application.

THE PLUGINS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. LINKEDIN DISCLAIMS ANY WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, REGARDING ANY PLUGIN, INCLUDING WARRANTIES OF ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. LINKEDIN FURTHER DISCLAIMS ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AVAILABILITY AND PERFORMANCE OF THE PLUGINS. YOU UNDERSTAND AND AGREE THAT YOU USE THE PLUGINS AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO ANY COMPUTER SYSTEM OR ANY LOSS OF DATA OR INACCURATE DATA THAT RESULTS FROM THE USE OF THE PLUGINS.

THE PLUGINS ARE BEING PROVIDED FREE OF CHARGE.  ACCORDINGLY, YOU AGREE THAT LINKEDIN SHALL HAVE NO LIABILITY ARISING FROM OR BASED ON YOUR USE OF THE PLUGINS. THIS LIMITATION OF LIABILITY SHALL APPLY TO DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY AND PUNITIVE DAMAGES, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF LINKEDIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. NOTWITHSTANDING THE FOREGOING, LINKEDIN’S MAXIMUM LIABILITY UNDER THIS AGREEMENT SHALL NOT, IN ANY EVENT, EXCEED $50.00.

You will defend, hold harmless and indemnify LinkedIn and our affiliates, and their employees, shareholders and directors, from any third party claim or action, 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 breach of your obligations herein.

LinkedIn may modify, supplement or replace the terms of this Agreement for any reason, effective prospectively upon posting.  If you do not agree to any changes to this Agreement, you can terminate this Agreement by discontinuing use of the Plugins.  Without cause LinkedIn may (a) terminate your use of the Plugins, and (b) terminate this Agreement by giving notice to you. In either case, you agree to promptly remove the Plugins from your Application and cease all further use of the Plugins.  Those rights and obligations that by their nature are intended to survive expiration or termination of this Agreement will survive.

This Agreement will be governed by and construed in accordance with the laws of the State of California as such laws apply to contracts between California residents performed entirely within California. The Parties hereby irrevocably consent to the jurisdiction of either the state courts located in Santa Clara County, California, or the federal courts for the Northern District of California in any action arising out of or relating to this Agreement, and waive any other venue to which either Party might be entitled by domicile or otherwise. Nothing in this Agreement will be construed as creating a partnership or joint venture of any kind between the parties, and neither of us will have the authority to bind the other party or to contract in the name of or create a liability against the other party in performing its obligations or exercising its rights under this Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement cancels and supersedes any and all prior proposals and agreements (oral or written) between the parties, related to your use of the Plugins.