Last revised on December 13th, 2022.
These updated Terms come into effect immediately for developers new to the LinkedIn Developer Program. For existing developers, these updated Terms take effect on January 13th, 2023.
You agree that by developing on the LinkedIn platform, you are agreeing to enter into a legally binding contract with LinkedIn Corporation (if you are an individual residing outside of the Designated Countries or if you are a business entity with a principal place of business outside of or with headquarters based outside of the Designated Countries), 1000 West Maude Avenue, Sunnyvale, California 94085, USA or LinkedIn Ireland Unlimited Company (if you are an individual residing in the Designated Countries or if you are a business entity with a principal place of business in or with headquarters based in the Designated Countries), Gardner House, Wilton Plaza, Wilton Place, Dublin 2, Ireland (“we,” “us,” “our,” and “LinkedIn”).
We use the term “Designated Countries” to refer to countries in the European Union (EU), European Economic Area (EEA) as well as Switzerland and the United Kingdom.
If you are developing on our platform on behalf of a company or other entity, you represent and warrant that you have full legal authority to register an Application on behalf of that entity and bind it to these Terms. If you are not authorized, you may not accept the Terms or register an Application for someone else.
If you authorize any person to have access to your developer account(s) (e.g., by adding them as a “team member” in your developer account), you hereby appoint them as a representative and we may rely upon any communications made by them relating to your developer account(s) and they may receive relevant information and notifications on your behalf.
1.2 Scope and Intent
LinkedIn makes APIs available to developers as follows:
(1) "Self-Serve API Program" where you can develop Applications using APIs that are available to you immediately upon registration for an API key on our Developer Site if you meet the Self-Serve API Program eligibility criteria set forth below and have agreed to these Terms; and
(2) "Vetted API Program(s)" where you can develop Applications using APIs that are available only to developers that meet the applicable Vetted API Program eligibility criteria and have agreed to these Terms and any additional Vetted API Program terms and conditions ("Additional Terms"), which are incorporated by reference into the Terms. For example, (a) if you have access to the LinkedIn Marketing API Program, the Additional Terms for the LinkedIn Marketing API Program shall apply in addition to these Terms; or (b) if you have access to the LinkedIn Live Events API Program, the Additional Terms for the LinkedIn Live Events API Program shall apply in addition to these Terms.
With respect to a Vetted API Program, in the event of a conflict between the applicable Additional Terms and these Terms, the Additional Terms shall control.
As used in these Terms, "APIs" means programmatic web APIs, software and other functionality and their associated tools and documentation that LinkedIn makes available on the Developer Site.
1.3 Developer Documentation
Your use of any of our APIs and display of Content in your Application must comply with the technical documentation, usage guidelines, call volume limits, and other documentation maintained at the Developer Site or otherwise made available to you (together, the “Developer Documentation”, which are expressly incorporated into these Terms by reference). “Content” means any data or content from the LinkedIn Services or accessed via the APIs (including Personal Information, as defined in Section 4.6 below, as well as derivative, anonymized, de-identified, or aggregated versions thereof). “LinkedIn Services” means LinkedIn.com, LinkedIn-branded apps, LinkedIn Learning and other LinkedIn-related sites, apps, communications, and services and technology related thereto.
In the event of any conflict between the Developer Documentation and these Terms, these Terms shall control.
1.4 Self-Serve API Program Eligibility Criteria
In addition to your compliance with the other requirements and obligations set forth in these Terms, you may participate in the Self-Serve API Program and display Content retrieved via the applicable APIs in your Application if:
1. you are developing an Application which provides end users of that Application, whether they are individuals or entities (“Users”), a high quality experience that helps such Users who are also LinkedIn registered users (“Members”) be more productive and successful across the web; for example, by augmenting their profile and professional brand in an Application for publishing, discussing and sharing content with like-minded professionals.
2. you DO NOT intend to use, sell, transfer or process Content for the purposes of advertising.
3. your Application is NOT expected to have more than 100,000 lifetime Users.
4. your Application DOES NOT attempt to exceed any applicable API call limits, set by LinkedIn in its sole discretion (or 100,000 daily calls absent any use-quota restrictions).
5. your Application DOES NOT rely on access to the APIs as a fundamental aspect of your business.
If your Application does not satisfy the above eligibility criteria, you may be eligible for a Vetted API Program or a Partner Program. For more information about those API programs’ application processes, eligibility criteria and the areas where we are seeking partners, please check the Developer Site.
2. Access to the APIs
2.1 Application Registration
To begin using the APIs, you must first sign-in to LinkedIn using your personal or corporate LinkedIn account username and password, and then register your Application by clicking My Apps and following the instructions provided thereafter. The Application registration information, including your Application’s name and description, and your Member account, including your current title, company, and e-mail address, must contain accurate and up-to-date information at all times.
2.2 Access Credentials
Once you have successfully registered an Application and met the other requirements for a particular API, you will be given Access Credentials for your Application. “Access Credentials” means the necessary security keys, secrets, tokens, and other credentials to access the applicable APIs. The Access Credentials enable us to associate your API activity with your Application and the Members using it. All activities that occur using your Access Credentials are your responsibility. Keep your Access Credentials secret. Do not sell, share, transfer, or sublicense them to any other party other than your employees or independent contractors in accordance with Section 3.1 below. Do not try to circumvent them and do not require your Users to obtain their own Access Credentials to use your Application (for example, in an attempt to circumvent call limits).
2.3 Test Profiles
You may create up to five test LinkedIn Member profiles for purposes of testing your Application only. You must create the profiles manually and not via automated means, such as scripts.
Test profiles must: (a) generally appear to be standard LinkedIn Member profiles; (b) not interact with non-test profiles (for example, you may only share Content with other test profiles, you cannot use test profiles to comment on posts, and you cannot connect test profiles with non-test profiles, such as your own personal LinkedIn profile); (c) not use a stock photo or any photo that is not your own; and (d) not override our API call limits. You must clearly identify the profiles as test profiles using your company’s name (if applicable) in the headline “Test Profile at [insert real company name]”. You may not: (1) use a test profile to manage your Application; (2) create any profile positions at real companies (besides your own) for the test profiles; or (3) create any test companies.
2.4 API License
Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-sublicensable (except to independent contractors so they may host, develop, test, operate, modify or support your Application in accordance with Section 3.1), non-transferable, non-assignable license under LinkedIn’s intellectual property rights during the Term (as defined in Section 11.1, below) (a) to use the APIs to develop, test, operate and support your Application; (b) to distribute or allow access to your integration of the APIs within your Application to Users of your Application; (c) to display the Content accessed through the APIs within your Application; and (d) to access and use LinkedIn’s sample code or sample applications for the purposes of integrating the APIs within your Application (subject to any additional terms that apply to such sample code and applications).
You have no right to distribute or allow access to the stand-alone APIs.
3. Use of APIs and LinkedIn Content
3.1 General Restrictions
In addition to the other terms and conditions in these Terms, except as expressly set forth herein, you agree not to, nor to authorize your Users to, do the following:
- Implement features or business practices, or use, distribute, or transfer the APIs or Content in a way that may harm the professional reputation, relationships or professional ecosystem of Members;
- Disclose or provide the APIs, Access Credentials, or Content to any person or entity other than to your employees or independent contractors, provided (1) such employees or independent contractors enter into a written agreement with you at least as protective of the APIs, Access Credentials, and Content and LinkedIn’s rights as this Agreement, (2) you hereby agree to be responsible for, and liable to LinkedIn for, any breaches of such agreements by such employees or independent contractors; (3) you maintain a list of all independent contractors with which you share the APIs, Access Credentials, or Content (including the types of Content shared) that will be provided to LinkedIn upon our request, and (4) you suspend or terminate an employee’s or independent contractor’s ability to access the APIs, Access Credentials, or Content if you become aware that such access is being used in an illegal manner or in violation of the restrictions included in these Terms;
- Request or publish information impersonating a Member, misrepresent any User or other third party in requesting information or allow any third party, including other Members, to see information obtained from another Member’s network or through another Member’s view of the LinkedIn Services or Content;
- Use, distribute, or transfer the APIs or Content for any illegal purposes, or in any manner which would violate these Terms, or breach any laws or regulations regarding privacy or data protection, or violate the rights of third parties or expose LinkedIn or its Members to legal liability;
- Remove any legal, copyright, trademark or other proprietary rights notices contained in or on materials you receive or access pursuant to these Terms, including the APIs, the Developer Documentation, and the Content;
- Request or obtain more Content than is minimally required by the Application to provide a high quality experience to Users;
- Sell, rent, lease, disclose, distribute, share (with the exception of making the Content available to Users through the Application), transfer, sublicense, communicate, or otherwise make available, any Content, directly or indirectly, to any third party (e.g. you may not sell access to an aggregated collection of Member profiles, the most relevant Members for a position, or any social activity, such as posts, likes, or shares by Members);
- Use, distribute, or transfer the Content for any purpose other than to allow your Users to use the Content in your Application;
- Use any Content in any advertisements or for purposes of targeting advertisements specifically to any individual User (whether such advertisements appear in the Application or elsewhere), or to generate mass messages, promotions or offers;
- Make any statements or use, distribute, or transfer any API or Content in a manner that expresses or implies that you, your Application or your use of the Content is sponsored or endorsed by LinkedIn (e.g., you must not state or in any way imply that LinkedIn has “verified” or “confirmed” the veracity of any Profile Data);
- Use any API in any manner that, as determined by LinkedIn in its reasonable discretion, constitutes abusive usage;
- Interfere with or disrupt the LinkedIn Services or servers or networks connected to the LinkedIn Services, or disobey any requirements, procedures, policies or regulations of networks connected to the LinkedIn Services, or transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature through your use of any API;
- Obfuscate or hide your deployment or use of any LinkedIn buttons, sign-in functionality, consent or authorization flows from your Users;
- Provide functionality that proxies, requests or collects LinkedIn usernames or passwords;
- Copy, adapt, reformat, reverse-engineer, disassemble, decompile, decipher, translate or otherwise modify any API, Access Credential, Content, LinkedIn Services, LinkedIn Brand Features or other information or service from LinkedIn, through automated or other means;
- Use Content as an input to reports, scores, or decisions that could be used for the purposes of determining eligibility for credit, insurance, employment, housing or other similar purposes, unless otherwise expressly permitted by LinkedIn, in writing, under separate terms;
- Use Content, or distribute or transfer Content for use, in any manner that facilitates bias or discriminatory practices, whether intentional or inadvertent, based on any sensitive or legally protected categories or characteristics (including race, color, national origin, religion, sex, age, disability, immigration status, gender identification, or sexual orientation);
- Use Content, or distribute or transfer Content for use, in any manner that facilitates surveillance, including by any government entity (either directly or as a contractor for a government entity);
- Try to exceed or circumvent limitations on API calls and use. This includes creating multiple Applications for identical, or largely similar, usage;
- Distribute or allow third parties access to any stand-alone API;
- Attempt to re-identify any de-identified or anonymized data;
- Access a Member’s network of connections through your Application without their express permission or enable a Member to share their networks or data about their networks to anyone else through your Application;
- Access, store, display, or facilitate the transfer of any LinkedIn content obtained through the following methods: scraping, crawling, spidering or using any other technology or software to access LinkedIn content outside the APIs (such content, collectively, “Non-Official Content”). This restriction applies (1) whether the Non-Official Content was obtained directly or indirectly through a third party, such as a customer or third party developer, and (2) whether or not the Non-Official Content is stored or displayed in the Application or some other resource, product or service;
- Combine any Content with any other LinkedIn content (including Non-Official Content); or
- Use the Content or the APIs to automate posting on the LinkedIn Services.
3.2 Excluded Uses of the APIs
In addition to the other terms and conditions in these Terms, you must never do any of the following under these Terms:
- Use the APIs in any Application that includes adult content, promotes gambling, involves the sale of tobacco or alcohol to persons under 21 years of age, or otherwise violates any applicable law or regulation; or
- Use the APIs to retrieve Content that is then aggregated with third party data in such a way that a User cannot attribute the Content to LinkedIn (i.e., aggregated search results).
4. Storage of Content
4.1 No Storing Any Content
You must not capture, copy, cache, or store any Content or any information expressed by the Content (such as hashed or transformed data), except to the extent expressly permitted by these Terms or any applicable Additional Terms.
Where storage of Content is permitted: (a) you must store all Content in a manner which enables you to identify, segregate, and selectively delete such Content; and (b) you will store Content only for the duration necessary for you to provide your Application’s services to your Users. The Content must not be stored in a data repository that would enable any third party access (other than the customer or Member to which it relates).
4.2 You May Store Tokens
You may store the Application-specific alphanumeric user IDs that we provide to you for identifying Users of your Application (“Member Tokens”) or the authentication tokens that we provide to you when a Member authenticates your Application to their LinkedIn account (“OAuth Access Tokens”).
4.3 Member Profile Data
To the extent required under applicable law, you must obtain legally valid consent from a Member (and comply with the additional requirements of Section 5.2) before you may store that Member's Profile Data (for example, so that a Member applying for a job at your company can provide you with a copy of their LinkedIn profile).
“Profile Data” means any or all of a Member’s profile data (including first name, last name, and profile picture) available through an applicable API, subject to a Member’s profile visibility and other privacy settings. Profile Data excludes data such as a Member’s network, network updates, job listings, groups, ad companies, and any other similar content.
If you want to refresh a Member’s Profile Data that was stored pursuant to this Section, you may only do so when the Member is actually using your Application and not on an automated schedule.
4.4 Delete at Member Request
You must immediately delete all Content collected through the APIs on behalf of a User, including the Member Token and the OAuth Access Token, upon request by that User,or when the User closes their account with you, except when doing so would cause you to violate any law or obligation imposed by a governmental authority.
The restrictions of this Section do not apply to data that you didn’t obtain via the APIs and that is separately entered or uploaded to you by the User of your Application.
4.5 Delete for Termination, Suspension, or Cessation of Operations
Except when doing so would cause you to violate any law or obligation imposed by a governmental authority, you must immediately delete all Content if: (a) we terminate your use of the APIs for breach of these Terms; (b) you are no longer operating your Application or no longer using Content to provide services to your Users; or (c) upon request by us in connection with a suspension or termination of access pursuant to Section 11.3.
4.6 Data Protection
To the extent either party processes Personal Information received from the other party under these Terms, the parties agree that the LinkedIn Data Processing Agreement for Business Development Agreements (“BD DPA”), currently located at https://legal.linkedin.com/bd-dpa, shall govern such processing and is expressly incorporated by reference herein. “Personal Information” shall have the meaning given in the BD DPA.
5. Don't Harm or Trick Members
If your Application is an enterprise application, you must enter into customer agreements with your enterprise customers that describe how you will be accessing LinkedIn accounts and Content on the customer’s behalf.
5.2 LinkedIn Member Consent
Before a User authenticates their LinkedIn account with your Application, you must obtain that User’s legally valid consent before accessing any of their Content, which, at a minimum, shall include: (a) how their data will be used and disclosed, (b) when it will be collected (e.g., will the Application pull a Member’s Profile Data more than once); (c) the type of data to be collected; (d) how a User can withdraw their consent; (e) how a User may request deletion of their data; and (f) the relevant requirements outlined in the specifications set forth here. The consent must be freely given (in accordance with applicable law) and given by a statement or a clear affirmative action. When a particular Member’s Member Token and OAuth Access Token expires, you must obtain that Member’s consent again in order to continue to collect and store their data. In the event of any material change to the scope of your use or disclosure of Profile Data, you must notify Members of, or obtain Member consent to, the change in scope to the extent required under applicable law.
6. Brand Use
6.1 Brand Features License and Publicity Rights
Subject to these Terms (including our Branding Guidelines), we grant you a limited, non-exclusive, non-assignable, non-sublicensable, and non-transferable license during the Term to display Our Brand Features solely within the Application to identify the LinkedIn integration. “Our Brand Features” means any trade names, trademarks, service marks, logos and domain names that LinkedIn makes available to you.
No license is granted to you to use Our Brand Features external to the Application for any reason, including advertising or promotion of the Application. You must submit to LinkedIn for prior approval samples of all marketing, advertising or promotional announcements, materials, press releases or blogs, or any other materials external to the Application that include Our Brand Features, along with a description of the planned promotional activities. Please submit any such material to Trademark@LinkedIn.com and to your employee contact at LinkedIn, if applicable.
You agree not to display Our Brand Features (a) in any way that violates applicable law, including laws regarding libel, slander, obscenity and infringement or (b) in any way that is misleading, implies that your Application is approved, created, or endorsed by LinkedIn (or otherwise embellishing your relationship with LinkedIn) or in a way that is otherwise objectionable to LinkedIn in its sole discretion.
Any good will in Our Brand Features resulting from your use will inure solely to LinkedIn.
You grant us a limited, non-exclusive, non-assignable, non-sublicensable, and non-transferable license during the Term to display your trade names, trademarks, service marks, logos and domain names (collectively, “Your Brand Features”) to promote or advertise your use of the APIs in your Application. Any good will in Your Brand Features resulting from our use will inure solely to you.
We may, without your consent, publicly refer to you, orally or in writing, as a licensee of the APIs and/or user of the Content. We may also publish your name and logo (with or without a link to your Application) on the LinkedIn Services, in press releases, and in promotional materials without additional consent or notice to you.
7. Safety and Abuse
7.1 Security Measures
a. Requirement for Safeguards: You will comply with industry standard security measures (including with respect to personnel, facilities, hardware and software, storage and networks, access controls, monitoring and logging, vulnerability and breach detection, incident response, encryption of Personal Information while in transit and at rest), and any other organizational and technical measures necessary to: (1) securely operate your Application and process Content; (2) protect against unauthorized or accidental access, loss, alteration, disclosure or destruction of Content; and (3) comply with all applicable data privacy and security laws, regulations and standards. You shall also maintain a written process to respond to any vulnerabilities (to be provided to LinkedIn upon request), in addition to the reporting requirements detailed in Section 7.1(d).
b. Suspension of User’s Access: You shall suspend or terminate a User’s ability to access Content and the LinkedIn Services through your Application if you become aware that the relevant User is using any Content or LinkedIn Service in an illegal manner or in violation of the restrictions included in these Terms and the User does not take appropriate measures to promptly remedy the issue.
c. Security Questionnaire. If requested, you must complete LinkedIn’s security questionnaire (which LinkedIn will provide to you).
d. Security Breach. You must promptly report any security deficiencies, vulnerabilities, intrusions, or incidents (each, an “Incident”) that may affect the security of the measures specified in Section 7.1(a) (collectively, your “Systems”) that you discover (or are reported publicly or to you) to LinkedIn within 24 hours of such discovery or report in writing via email to email@example.com or subsequent contact information posted on the Developer Site, if such Incidents could reasonably be expected to affect the Content, the LinkedIn Services, LinkedIn or its Members in any way. You will work with LinkedIn to immediately correct any Incident and will immediately disconnect any intrusions or intruders. In the event of any Incident involving the APIs or Content, you will make no public statements (e.g., press, blogs, social media, bulletin boards, etc.) without prior written and express permission from LinkedIn in each instance.
You will provide us with up to two full-feature client account-level instances to access your Application (and/or other materials relating to your use of the APIs and/or the Content) as reasonably requested by us for vetting purposes and/or to verify your compliance with these Terms (including, in particular, your security and privacy obligations). You acknowledge and agree that by accessing any such instances, LinkedIn is not consenting to any additional agreements between you and LinkedIn (including any terms that LinkedIn clicks through to access your Application). Those agreements are considered null and void and are rejected and excluded from these Terms.
You also agree to assist LinkedIn in verifying your compliance with these Terms, including by providing us with information about your Application and your use, distribution, transfer, disclosure, and storage of Content, which may include access to your Application and access (including physical access) to other materials, records, or Systems relating to your use of the APIs or Content. You also agree to maintain sufficient auditing rights over your independent contractors, including the ability to (a) conduct an audit of their activities to verify their compliance with these Terms if requested by LinkedIn; (b) enforce such audit rights if requested by LinkedIn; and (c) provide the complete results of any such audit to LinkedIn, at LinkedIn’s request. If you do not demonstrate full compliance with these Terms, as determined in our sole discretion, we may restrict or terminate your access to the APIs.
You acknowledge that LinkedIn may monitor any API activity from its own systems for the purpose of ensuring quality, improving LinkedIn products and the LinkedIn Services, and ensuring compliance with these Terms. You must not interfere or attempt to interfere with such monitoring or otherwise obscure from LinkedIn your API activity. LinkedIn may use any technical means to overcome such interference.
8. Rights LinkedIn Reserves
8.1 Support and Updates
We may provide you with support for the APIs in our sole discretion and we may stop providing support to you at any time without notice or liability to you. We are not obliged to provide any training, support or technical assistance for the Application, the Content, or the APIs directly to your Users and you agree to communicate to your Users that you (and not LinkedIn) are responsible for any such support.
We may modify or release subsequent versions of the APIs and require that you use those subsequent versions. Unless we release a new version of the APIs for security or legal reasons, you will have a reasonable amount of notice (as determined by us) to migrate to subsequent versions of the APIs. You acknowledge that once LinkedIn releases a subsequent version of an API, the prior version of such API may stop working at any time or may no longer work in the same manner. Your continued use of the APIs following a subsequent release will be deemed your acceptance of modifications.
8.2 Costs and Fees
The APIs are currently provided for free, but LinkedIn reserves the right to charge for the APIs in the future. If we do charge a fee for use of the APIs or any developer tools and features, you do not have any obligation to continue to use the APIs.
Each party will bear its own costs and expenses in performing its obligations under these Terms.
You may not charge your Users incremental fees for access to our Content or APIs.
8.3 Independent Development
Each party acknowledges that the other party may be independently creating applications, content and other products or services that may be similar to or competitive with those of the other party and nothing in these Terms will be construed as restricting or preventing each party from creating and fully exploiting such applications, content and other items, without any obligations to the other party.
9.1 All Rights Reserved
You own your Application and Your Brand Features.
Except to the limited extent expressly provided in these Terms, as between the parties, we reserve all intellectual property rights, title, and interest in and to the (a) APIs, and all elements, components, and executables of the APIs, (b) Content; (c) LinkedIn Services; and (d) Our Brand Features (clauses (a)-(d) collectively, the “LinkedIn Materials”), and, subject to the foregoing, you reserve all intellectual property rights, title, and interest in and to the Application and Your Brand Features. All rights not expressly granted in these Terms are withheld.
9.2 License to Your Application
For the Term, you grant us a paid-up, royalty-free, non-exclusive, worldwide, irrevocable right and license, under all of your intellectual property rights, to: (a) use, perform, and display your Application and its content for purposes of marketing, demonstrating, answering inquiries related to your Application, and verifying your compliance with these Terms; (b) link to and direct Members to your Application; and (c) sublicense the foregoing rights to LinkedIn Affiliates (as defined in Section 12.3 below).
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 the other party’s products and services (”Feedback”). Feedback is provided on an “as is” basis with no warranties of any kind and the receiving party will have a royalty-free, worldwide, sublicensable, transferable, non-exclusive, perpetual and irrevocable right and license to use 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 that Feedback to be licensed to or from, or shared with, any third party.
10. Follow the Law and These Terms
10.1 Legal Compliance
10.2 Compliance with and Amendments to These Terms
You must comply with these Terms in order to use the APIs. The most current version of these Terms can be reviewed on the Developer Site.
We reserve the right to modify, supplement, or replace any provisions of these Terms, effective prospectively upon posting on the Developer Site or otherwise notifying you. For example, we may present a banner on the Developer Site when we have amended these Terms so that you may access and review the changes prior to your continued use of the APIs and Developer Site. If you do not agree to changes to these Terms, you can terminate these Terms at any time in accordance with Section 11.
10.3 Other Obligations
In addition to any other documents incorporated by reference into these Terms above, you and your Application must also comply with the following, which are hereby incorporated by reference:
- The LinkedIn User Agreement;
- The Data Processing Agreement for Business Development Agreements; and
- The Branding Guidelines.
In the event of any conflict between the content in this document and the above documents, with the exception of the Data Processing Agreement; this document controls your use of the APIs. If you disagree with any of the provisions in these Terms, do not access or use the APIs.
11. Term and Termination
The duration of these Terms (the “Term”) will be from the date upon which you agree to these Terms and will continue until terminated as set forth below.
11.2 Your Termination Rights
You may terminate these Terms by discontinuing use of our APIs.
11.3 Suspension; Termination
We may suspend or terminate your use of all or any of the APIs or Content at any time if: (a) we believe you have violated these Terms; (b) we believe the availability of the APIs or the relevant Content in your Application is not in our or our members’ best interests; or (c) you have not recently used any such API.
We may discontinue or suspend the availability of some or all of the APIs or any Content at any time for any reason. We shall provide you with 30 days notice unless we discontinue or suspend such availability to protect the security or integrity of the APIs and related offerings, to address user security or user privacy issues, for legal compliance reasons, or to the extent necessary to mitigate damages in relation to third party litigation.
These Terms may be terminated by LinkedIn at any time and for any reason.
We may also impose limits on certain features and services or restrict your access to some or all of the APIs, Content or the LinkedIn Services.
Although we will endeavor to provide prior notice of our exercise of our rights pursuant to this Section (except in the case of Subsection (c) above), it may not be practical or commercially reasonable in all circumstances. Accordingly, all of our rights in these Terms may be exercised without prior notice or liability to you.
11.4 Termination for Cause
Either party may terminate these Terms: (a) if the other party files a voluntary petition for bankruptcy or a petition or answer seeking a reorganization; (b) if the other party has filed against it an involuntary petition for bankruptcy that has not been dismissed within 60 days thereof; (c) if the other party becomes insolvent, admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of its creditors; (d) if the other party applies for or consents to the appointment of a receiver, trustee or liquidator for substantially all of its assets or such receiver, trustee or liquidator is appointed for the other party; or (e) upon the occurrence of a material breach of these Terms by the other party, if such breach is not cured within 10 days after written notice identifying the matter constituting the material breach is provided by the non-breaching party.
11.5 Effect of Termination
Upon termination of these Terms:
a. all licenses granted under these Terms will terminate immediately;
b. upon request, each party will promptly return to the other party or delete all tangible embodiments of confidential information of such party in its possession, custody or control;
c. you will comply with the requirements to delete stored Content as per Section 4.5 herein;
d. LinkedIn will make commercially reasonable efforts to remove all references and links to your Application from the LinkedIn Services (LinkedIn has no other obligation to delete copies of, references to, or links to your Application); and
e. LinkedIn will not be liable for any costs, expenses, or damages as a result of termination of these Terms.
Notwithstanding the above, each party may retain a copy of these Terms and such other confidential information of the other party as reasonably required for legal and auditing purposes. LinkedIn may request that you certify in writing your compliance with this Section.
The following sections of this Agreement shall survive any termination, Sections 3 (“Use of the APIs and LinkedIn Content”), 4.4 (“Delete at Member Request”), 4.5 (“Delete for Breach”), 4.6 (“Data Protection”), 5 (“Don’t Harm or Trick Members”), 6 (“Brand Use”), 7 (“Safety and Abuse”), 8.3 (“LinkedIn Independent Development”), 9 (“Ownership”), 10 (“Follow the Law and These Terms”), 11.5 (“Effect of Termination”), 11.6 (“Survival”), 12 (“Disclaimer of Warranties; Limitation of Liability; Indemnity”), 13 (“Dispute Resolution”) and 14 (“General Terms”).
12. Disclaimer of Warranties; Limitation of Liability; Indemnity
12.1 Applicability of Disclaimer and Limitation
SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN IMPLIED TERMS OR EXCLUSIONS OF LIABILITY AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU.
12.2 Disclaimer of Warranties
WE PROVIDE THE LINKEDIN MATERIALS AND ALL OTHER INFORMATION AND THE LINKEDIN SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE AND/OR NON-INFRINGEMENT. WE DO NOT REPRESENT, WARRANT OR MAKE ANY CONDITION THAT THE LINKEDIN MATERIALS ARE FREE OF ERRORS, BUGS OR INTERRUPTIONS, OR THAT THE CONTENT IS ACCURATE, COMPLETE OR OTHERWISE VALID. YOUR USE OF THE LINKEDIN MATERIALS IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM USE OF THE LINKEDIN MATERIALS TO YOUR COMPUTER SYSTEM OR LOSS OF DATA. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE LINKEDIN MATERIALS WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THESE TERMS. LINKEDIN DOES NOT CONTROL OR VET USER-GENERATED CONTENT FOR ACCURACY.
12.3 Limitation of Liability
NEITHER LINKEDIN NOR ANY OF OUR SUBSIDIARIES, AFFILIATED COMPANIES, OR SUPPLIERS (EACH A "LINKEDIN AFFILIATE"), AND OUR AND THEIR RESPECTIVE EMPLOYEES, SHAREHOLDERS, OR DIRECTORS, SHALL BE CUMULATIVELY LIABLE FOR: (A) ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR LOSS OF USE, PROFIT, REVENUE OR DATA TO YOU OR ANY THIRD PERSON ARISING FROM YOUR USE OF LINKEDIN MATERIALS ACCESSED THROUGH OR DOWNLOADED FROM LINKEDIN; OR (B) ANY LIABILITY OR DAMAGES IN EXCESS OF TEN THOUSAND DOLLARS ($10,000). THIS LIMITATION OF LIABILITY SHALL:
- APPLY REGARDLESS OF WHETHER (A) YOU BASE YOUR CLAIM ON CONTRACT, TORT, STATUTE, OR ANY OTHER LEGAL THEORY, (B) WE KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF SUCH DAMAGES, OR (C) THE LIMITED REMEDIES PROVIDED IN THIS SECTION FAIL OF THEIR ESSENTIAL PURPOSE; AND
- NOT APPLY TO ANY DAMAGE THAT LINKEDIN MAY CAUSE YOU INTENTIONALLY OR KNOWINGLY IN VIOLATION OF THESE TERMS OR APPLICABLE LAW, OR AS OTHERWISE MANDATED BY APPLICABLE LAW THAT CANNOT BE DISCLAIMED IN THESE TERMS.
12.4 Your Indemnification Obligations
You will defend, hold harmless, and indemnify LinkedIn and the LinkedIn Affiliates (and our and their respective employees, shareholders, and directors) from any claim or action brought by a third party, including all damages, liabilities, costs and expenses, including reasonable attorneys’ fees, to the extent resulting from, alleged to have resulted from, or relating to: (a) your Application or your use, distribution, or transfer of the APIs, LinkedIn Services, or Content; (b) your breach of your obligations herein; or (c) the violation of any copyright, trademark, service mark, trade secret or patent by the Application, your Feedback or Your Brand Features.
13. Dispute Resolution
13.1 Law and Forum for Legal Disputes
These Terms and any claim, cause of action or dispute (“Claim”) arising out of or related to these Terms shall be governed as follows.
If you live in the Designated Countries, the laws of Ireland, excluding its conflict of laws rules, shall exclusively govern any dispute relating to these Terms and/or the APIs, Content, or LinkedIn Services. Claims can be litigated only in Dublin, Ireland, and we each agree to personal jurisdiction of the courts located in Dublin.
For all others, including those who live outside of the United States, the laws of the state of California, USA, excluding its conflict of laws rules and 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/or the APIs, Content, or LinkedIn Services, except that the U.S. Federal Arbitration Act governs everything related to arbitration. All Claims (except those brought in arbitration and small claims court) can be litigated only in the federal or state courts in Santa Clara County, California, USA, and we each agree to personal jurisdiction in those courts.
Notwithstanding the above, you agree that LinkedIn shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
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.
13.2 Arbitration Option
For any Claim (excluding claims for declaratory, injunctive or other equitable relief) relating to these Terms where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the Claim in a cost effective manner through binding non-appearance-based arbitration. In the event the party requesting relief elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties.
The ADR provider and the parties must comply with the following rules:
- the arbitration shall be conducted by telephone, online, and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration;
- the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and
- any judgment on the award rendered by the arbitrator shall be final and may be entered in any court of competent jurisdiction.
14. General Terms
14.1 Severability and Rules of Construction
If any provision of these Terms is found to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable to the maximum extent possible in order to effect the intention of the provision; if a term cannot be so modified, it will be severed and the remaining provisions of these Terms will not be affected in any way. “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.
Where LinkedIn has provided you with a translation of the English language version of these Terms or any document referenced in these Terms, you agree that the translation is provided for your convenience only and that the English language versions of any such document, will control.
14.3 Notices and Service of Process
We may notify you via postings on the Developer Site or via the email address associated with your Application or Member account. LinkedIn accepts service of process at this address: LinkedIn Corporation ATTN: Legal Department, 1000 West Maude Avenue, Sunnyvale, CA 94085 USA. Any notices that you provide without compliance with this Section shall have no legal effect.
14.4 Entire Agreement
These Terms, including any documents incorporated into these Terms by reference, constitute the entire agreement between you and LinkedIn regarding the subject matter of these Terms and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of these Terms.
14.5 No Injunctive Relief
In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the developer platform or any APIs, Content or other material used or displayed through the LinkedIn developer platform.
Affiliated LinkedIn entities (which means entities that control, are controlled by, or are under common control with LinkedIn Corporation or LinkedIn Ireland Unlimited Company) are not parties, but intended third party beneficiaries of these Terms, with a right to enforce these Terms directly against you.
14.7 Assignment and Delegation
You may not, without LinkedIn’s prior written consent, assign or delegate any rights or obligations under these Terms, including in connection with a change of control. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under these Terms, fully or partially without notice to you.
14.8 Potential Other Rights and Obligations
You may have rights or obligations under local law other than those enumerated here if you are located outside the United States.
14.9 No Partnership
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.
14.10 How to Contact Us
1000 West Maude Avenue
Sunnyvale, CA 94085
LinkedIn Ireland Unlimited Company
Wilton Place, Wilton Plaza