IF YOU ARE A US-BASED ADVERTISER, PLEASE READ THE BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER LOCATED IN SECTION 7. IT AFFECTS HOW DISPUTES BETWEEN YOU AND LINKEDIN ARE RESOLVED.
1. APPLICABLE TERMS. Your participation in the LinkedIn Marketing Solutions advertising program (“Program”), which includes the advertising auction and products described below, is subject to (I) these LinkedIn Marketing Solutions Program Terms (these “Terms”), and (II) either the
(a) IAB/AAAA Standard Terms and Conditions for Internet Advertising for Media Buys 1 year or less version 3.0 (“IAB Standard Terms”), with the governing law and venue clauses in Section XIV(d) replaced with (i) Santa Clara County, California, USA if the Insertion Order is signed by LinkedIn Corporation, (ii) Dublin, Ireland, if the Insertion Order is signed by LinkedIn Ireland Unlimited Company, (iii) Singapore, if the Insertion Order is signed by LinkedIn Singapore Pte Ltd; or (iv) the People’s Republic of China, if the Insertion Order is signed by Beijing Lingyin Information Technology Co., Ltd, or
(b) if an advertising agreement exists or is executed between the parties, then the advertising agreement and not the IAB Standard Terms (whichever is applicable, collectively referred to here as the “Advertising Agreement”).
For U.S.-based customers only: If your participation in the Program is governed by the IAB Standard Terms and if any issue or dispute arises under these Terms, then any action or proceeding arising from such issue or dispute will be brought in compliance with Section 7 of this Agreement. However, if Section 7 is not applicable or enforced as to a particular claim or dispute, any action or proceeding will be brought exclusively in the federal or state courts of Santa Clara County, California, USA, pursuant to Section 1(II)(i) above.
By participating in the Program or Auction (as defined in Section 2 below), you agree to be bound by these Terms and the applicable Advertising Agreement. If you do not accept these Terms in their entirety, you must not access or use the Program or Auction.
If there is any conflict between the terms of an Insertion Order (“IO”), the Advertising Agreement, and these Terms, these Terms will prevail, followed by the IO, and lastly the Advertising Agreement. LinkedIn may, in its sole discretion, modify these Terms at any time (e.g., to launch a new ad product). Your continued participation in the Program after any changes to the Terms means that you accept the changes. The Program and your participation in it is also subject to cancellation or termination at any time (including in instances in which you do not meet LinkedIn’s credit approval requirements).
2. LINKEDIN MARKETING SOLUTIONS PROGRAM. The Program offers you the ability to choose from various types of native LinkedIn advertising products (“Advertising Products”) to help you reach certain professional audiences on LinkedIn and beyond. The cost of ads is determined by an online auction system (“Auction”) that allows you to place bids for your desired Advertising Products to win placement on properties of LinkedIn and also enabled third parties (collectively, “Properties”), e.g., LinkedIn Audience Network websites and mobile applications. All advertisers who want to reach a similar target audience (including in some instances, LinkedIn and its affiliates, who participate to promote its own products or services) will place their respective bids in the Auction. The available bid types are described here, each of which is aligned to your chosen ad objective and ad type. The advertiser whose bid wins the Auction will have its ad creatives served to that particular audience. The Program offers additional optional features that you can choose to use in connection with your Advertising Products campaigns. LinkedIn may also periodically run tests or trials through its Properties. These or other service modifications may affect your use of the Properties, including their respective pricing or performance.
If you are accessing or using the Program or Auction on behalf of a business or third party, you represent and warrant that you have the authority to do so and to bind that business or third party to the Terms and the Advertising Agreement, and your agreement to the Terms and the Advertising Agreement will be treated as their respective agreement.
2.1 Advertising Product Types. LinkedIn offers several types of ads:
a. Sponsored Content. Sponsored Content is a promoted post from an advertiser that appears in members’ LinkedIn feed and beyond. It may feature text, an image, a video, or a single job posting and links to a related website of the advertiser’s choice. LinkedIn may also deliver your Sponsored Content on network properties beyond the LinkedIn.com site to reach your specified audience, unless you opt-out of the LinkedIn Audience Network as described here. As provided in LinkedIn’s Privacy Policy, LinkedIn may use device identifiers obtained on and off the LinkedIn.com site for its advertising services, including to determine which devices LinkedIn members may use and serve advertisements to them on their different devices. LinkedIn and Advertiser will each prominently post a complete and accurate privacy policy on our respective websites and mobile applications, including information regarding cross-device tracking and advertising targeting.
b. Sponsored Messaging. Sponsored Messaging includes both message ads and conversation ads, which are native ads displayed in members’ LinkedIn Messaging.
c. Dynamic Ads. Dynamic ads are personalized ads tailored to each user based on their LinkedIn profile data. These ads support all levels of full funnel marketing and can be used with a variety of objective-based advertising options, including brand awareness, website visits and engagement.
d. Text Ads. Text Ads appear in the right rail or the top banner of many pages on LinkedIn. These ads may feature text only or may also include an image, such as the advertising company’s logo.
e. Pipeline Builder. You will use Pipeline Builder and information about LinkedIn members only to recruit individuals to become employees and consultants of an advertiser and/or its affiliates.
LinkedIn does not allow third-party impression tracking unless it has the technical capability to support such trackers for the specific ad type.
2.2 Campaign Management. You will be responsible for all campaign management and Auction bidding through the Campaign Manager tool, which includes: creating the targeting, setting bids, bid cost basis, increasing or decreasing bids, specifying daily and/or maximum budget levels, setting ad time frames, promoting individual ads and any campaign optimization related to targeting and bidding in order to maximize performance of a campaign. In some cases, if you request assistance from LinkedIn and LinkedIn is able to provide such assistance, your customer success manager may help you in some areas of campaign management, such as strategies for setting target bids.
2.3 Optional Features. To the extent that you choose to utilize optional features made available in the LinkedIn Campaign Manager tool to help you optimize your LinkedIn ad campaigns, including conversion tracking, website demographics, retargeting, matched audiences, lead gen forms, and other features, you understand that additional requirements will apply for such optional features.
2.4 Terms for Sponsorships. If you agree to sponsor and/or market certain products and/or services on the LMS platform as outlined in an applicable IO (a “Sponsorship”), your Sponsorship will be governed by the terms located here: https://www.linkedin.com/legal/l/sponsorship-program-terms. You acknowledge and agree that 1, LinkedIn retains sole decision-making authority regarding the content, topics, guest speakers, and all aspects of the marketing, advertising, and promotion of the sponsorship, and 2, LinkedIn reserves the right, in its sole discretion, to decline or omit any ads, ad material, or content it reasonably believes may violate any law, regulation, or LinkedIn policy.
3. FEES, TAXES AND MEASUREMENTS. You will pay LinkedIn the fees calculated by LinkedIn using LinkedIn's tracking mechanisms ("Fees"), and you agree to pay on the basis and at the rate shown when a campaign, order or other purchase was submitted through your account, e.g., price per impression, click, other conversion, lead or period, whether with a fixed or automatically optimized bid, whether with daily budget, lifetime pacing, or other budget options as further described here. LinkedIn’s measurements are the definitive measurements for calculating fees and other amounts owing as part of the Program. You will not, and will not authorize any third party to, generate automated, fraudulent or otherwise invalid impressions, inquiries, clicks or conversions. You are responsible for paying all taxes and government charges that LinkedIn must levy on the fees for advertising. Payments are non-refundable.
LinkedIn has systems in place to attempt to detect and prevent certain forms of automated and fraudulent activity, but no such systems are perfect, and bot activity, click fraud, fraudulent leads, and other third-party invalid activity (collectively, “Invalid Activity”) may occur. You understand and agree that Invalid Activity may affect the Fees you are charged, and that LinkedIn is not liable for such Invalid Activity. LinkedIn may choose to notify you of Invalid Activity in its discretion, but it is not obligated to do so.
You further understand and agree that technological issues such as errors, defects, or software bugs (individually and collectively, "Technological Issue(s)”) may exist. LinkedIn will notify you if it determines that, during the time period within which 1, a Technological Issue(s) occurs and 2, LinkedIn is able to calculate its impact, a Technological Issue has increased your Fees for a specific ad type (as further described below) by (a), more than 5% of your spend against that ad type amount of the invoice, and also (b), by a total of more than USD $100.00.
Additionally, if you wish to dispute any Fees based on Invalid Activity or Technological Issues, your sole and exclusive remedy will be to make a claim for an Ad Services credit within 90 days of the date of that Invalid Activity or Technological Issue, and LinkedIn's exclusive liability is, in LinkedIn's sole discretion, to issue Ad Services credit. Any Ad Services credits that you may accrue are non-refundable and non-transferable, and must be used prior to termination of this Agreement or your ads account.
LinkedIn ad types include, but are not limited to, sponsored content, sponsored messaging, text, video, and dynamic ads, as described in this Ads Guide.
4. NO GUARANTEES. LINKEDIN MAKES NO GUARANTEES FOR THE PERFORMANCE OF THE AUCTION OR THE ADVERTISING PRODUCTS AND WILL USE ITS DISCRETION TO DETERMINE 1, WHETHER AN INDIVIDUAL ADVERTISING PRODUCT IS PROMOTED AND 2, THE TOTAL NUMBER OF ADVERTISING PRODUCTS THAT ARE PROMOTED. LINKEDIN DOES NOT GUARANTEE THE RESULTS OR DISTRIBUTION OF ANY ADVERTISEMENT IN ANY MANNER. LINKEDIN DOES NOT GUARANTEE YOU ANY NUMBER OF SENDS, IMPRESSIONS, OPENS, VIEWS, CLICKS, OR ANY OTHER LEVEL OF PERFORMANCE AS MEASURED BY ANY OF LINKEDIN’S ENGAGEMENT METRICS. LINKEDIN DOES NOT SCREEN OR ATTEMPT TO VERIFY THE ACCURACY OF ANY INFORMATION ON THE LINKEDIN.COM SITE OR IN THE MEMBER PROFILES, AND, AS SUCH, DOES NOT GUARANTEE THE IDENTITY OR PERSONAL INFORMATION OF THE INDIVIDUALS WHO WILL VIEW THE ADVERTISEMENT PRODUCTS YOU PURCHASE.
5. COMPLIANCE WITH LAWS AND LINKEDIN POLICIES.
5.1 Compliance with Laws and LinkedIn Data Processing Agreement. You and LinkedIn agree that we will each comply with all applicable laws ("Applicable Law(s)"), rules and regulations in connection with our respective performances under these Terms, the Advertising Agreement, and the Program, including but not limited 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.; (b) discrimination against employees or job applicants based on race, color, religion, sex, sexual orientation, gender identity, national origin, veteran status or disability; and (c) the import or export of the Services, including but not limited to trade laws such as the U.S. Export Administration Regulations and International Traffic in Arms Regulations, and sanctions regulations administered by the U.S. Office of Foreign Assets Control, and if either party processes Personal Data (as defined in Section 1 of the DPA) on behalf of the other pursuant to these Terms or the Program, they will each comply with the terms of the LinkedIn Data Processing Agreement (“DPA”). Additionally, and without limiting the prohibitions in the Advertising Policies or User Agreement, you will not, and you will not enable or authorize any third party to, (a) except with the explicit opt-in consent of the applicable individual, associate any data obtained in connection with the Program (“Ad Program Data”) with data that either directly identifies an individual or can be used to identify and individual and is subject to protection under Applicable Law ("Personal Data") or otherwise re-identify such data, or (b) target ads based on sensitive data (as addressed in our Advertising Policies or otherwise defined by Applicable Law) (“Sensitive Data”). You will also not transfer to LinkedIn any data that you know or reasonably should know was (1) collected from or about children under the age of 16, or (2) constitutes Sensitive Data. If and to the extent you do provide to LinkedIn any Personal Data in connection with these Terms or the Program, the sharing of which pursuant to the Agreement is regulated by the General Data Protection Regulation, you and LinkedIn will enter into and comply with the applicable Standard Contractual Clauses (“Standard Clauses”), the terms of which are incorporated by reference into this Agreement and which supersede any existing Standard Clauses in place between you and LinkedIn. LinkedIn agrees that (i) the Standard Clauses will be updated if required under European law or regulations, and (ii) your affiliates may enter into Standard Clauses directly with LinkedIn.
5.2 Compliance with LinkedIn Advertising Policies and Technical Specifications. When you submit ad creatives to LinkedIn, you grant to LinkedIn the right to use, copy, and publish your ad creatives in connection with the performance under these Terms (including for review, delivery, testing, compliance, and promotional purposes). Your ad creatives must comply with LinkedIn’s advertising policies and technical specifications at all times, including the LinkedIn Advertising Policy located here. Additionally, in connection with our compliance and transparency efforts, we may preserve and display your Ads and information about them, including after the conclusion of your ad campaign or termination of this Agreement. This information may include, but is not limited to, estimated ad impressions, audience size, and targeting parameters
5.3 Third Party Analytics. To the extent that you participate in data analysis, reporting, and attribution programs with authorized third parties, you grant LinkedIn the right to transfer your campaign and performance data to such third parties for the purposes of providing campaign analytics, reporting, and attribution services as well as for any other lawful purposes for which you have authorized such third parties to use such data, subject to these Terms.
6. Languages. If this Agreement is translated into a language other than English, the translation is for convenience only, and the English language version will govern.
7. Binding Arbitration and Class Action Waiver for U.S.-Based Customers
We hope we never have a dispute, but if we do and if you are a United States customer contracting with LinkedIn Corporation (as determined by our Contracting Entity Terms), you and LinkedIn agree to the following procedure to resolve disputes. Once a dispute arises, you and Linkedin agree to attempt to resolve it informally for at least 60 days following your or its sending the individualized Notice of Dispute described in Section 7.3, unless the claim qualifies for resolution by a small claims court pursuant to Section 7.4. If we can’t, and if you don’t opt out of arbitration as described in section 7.8 below, then you and LinkedIn agree to binding individual arbitration before the American Arbitration Association (“AAA”) under the Federal Arbitration Act (“FAA”), and not to sue in court in front of a judge or jury. In that event, a neutral arbitrator will decide the dispute and the arbitrator’s decision will be final except for a limited right of review as provided under the FAA. Class action lawsuits, class-wide arbitrations, and any other proceeding where someone acts in a representative capacity aren’t allowed. Nor is combining individual proceedings without the consent of all parties. For the avoidance of doubt, if your Contracting Entity is anything other than LinkedIn Corporation, this Section 7 does not apply to you.
7.1 Disputes covered — everything except IP and certain collection disputes.
The term “dispute” is as broad as it can be. It includes any claim or controversy between you and LinkedIn or any LinkedIn affiliate concerning your advertising on the LinkedIn advertising platform, on any Properties, use of the LMS ad services, your advertising, its price, your purchase transaction, Technological Issues, Invalid Activity, billing, or these Terms (including this Arbitration Agreement and Class Action Waiver) under any legal theory including without limitation contract, warranty, tort, statute, or regulation, except (1) disputes relating to the enforcement or validity of your, your licensors’, our, or our licensors’ intellectual property rights, and (2) disputes where LinkedIn or its assignee is attempting to collect unpaid invoices, and the unpaid amount (excluding late fees and penalties) is less than ten thousand dollars.
7.2 Prohibition of class actions and non-individualized relief.
YOU UNDERSTAND AND AGREE THAT YOU AND LINKEDIN MAY EACH BRING CLAIMS IN ARBITRATION AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT ON A CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE BASIS (“CLASS ACTION WAIVER”). YOU UNDERSTAND AND AGREE THAT YOU AND LINKEDIN BOTH ARE WAIVING THE RIGHT TO PURSUE OR HAVE A DISPUTE RESOLVED AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING.
The arbitrator shall have no authority to consider or resolve any claim or issue any relief on any basis other than an individual basis. The arbitrator shall have no authority to consider or resolve any claim or issue any relief on a class, collective, or representative basis. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claims.
Notwithstanding any other provision of these Terms or the AAA Rules, disputes regarding the interpretation, applicability, or enforceability of the Class Action Waiver may be resolved only by a court and not by an arbitrator. In any case in which: (1) the dispute is filed as a class, collective, or representative action and (2) there is a final judicial determination that the Class Action Waiver is unenforceable with respect to any claim or any particular remedy for a claim (such as a request for public injunctive relief), then that claim or particular remedy (and only that claim or particular remedy) shall be severed from any remaining claims and/or remedies and may be brought in a court of competent jurisdiction, but the Class Action Waiver shall be enforced in arbitration on an individual basis as to all other claims or remedies to the fullest extent possible.
7.3 Provide an individualized Notice of Dispute first.
If you have a dispute and our customer service representatives can’t resolve it, send us an individualized Notice of Dispute by filling in this form. Tell us your name, address, how to contact you, what the problem is, and what you want. We’ll send you an email with the same information if we have a dispute with you. Sixty days after you or we send an individualized Notice with the information listed above, you or we may start an arbitration if the dispute is unresolved.
7.4 Small claims court option.
Instead of filling out this form to submit an Individualized Notice of Dispute, you or LinkedIn may sue in small claims court if you or we meet the court’s requirements in the county of your principal place of business or Santa Clara County, California. If the small claims court does not fully resolve the dispute, then the dispute will be subject to arbitration as set forth in this Section 7.
7.5 Arbitration procedure.
The AAA will conduct any arbitration under its Commercial Arbitration Rules (or if the value of the dispute is $75,000 USD or less, whether or not you are an individual or how you use the LinkedIn Ad Services, its Consumer Arbitration Rules). For more information, see www.adr.org or call 1-800-778-7879. Any arbitration will be initiated in and take place in the county of your principal place of business or Santa Clara County, California. You choose. In disputes involving $25,000 USD or less, any hearing will be telephonic or by videoconference unless the arbitrator finds good cause to hold an in-person hearing instead. The arbitrator may award the same damages to you individually as a court could. The arbitrator may award declaratory or injunctive relief only to you individually to satisfy your individual claim. Under AAA Rules, the arbitrator rules on his or her own jurisdiction, including ruling on disputes arising out of or related to the interpretation or application of the Arbitration Agreement, or the enforceability, revocability, scope, or validity of the Arbitration Agreement. But a court has exclusive authority to enforce the prohibition on arbitration on a class-wide basis or in a representative capacity, and to enjoin any arbitration proceedings that don’t comply with these Terms.
7.6 Arbitration fees and payments.
Disputes involving $75,000 USD or less. Provided that you’ve sent us an individualized Notice of Dispute with the information listed in Section 7.3 above and tried to resolve the dispute informally for 60 days, we will promptly reimburse your filing fees and pay the AAA’s and arbitrator’s fees and expenses. However, if the arbitrator finds that your claim is frivolous or brought for an improper purpose (as measured by the standards of Federal Rule of Civil Procedure 11(b)), we will no longer pay your share of any fees or expenses, and the arbitrator may order you to reimburse us for any portion of your share of fees and expenses that we’ve already paid.
Disputes involving more than $75,000 USD. The AAA rules will govern payment of filing fees and the AAA’s and arbitrator’s fees and expenses. But the arbitrator may order us to pay some or all of your share of AAA’s and the arbitrator’s fees and expenses if you can’t afford to pay them.
7.7 Procedures for related cases.
If your Notice of Dispute involves claims similar to at least 24 other customers, and if you and those other customers are represented by the same lawyers or lawyers who are coordinating with each other, you and we agree that these claims will be considered “Related Cases.” Related Cases may only be filed in batches of up to 20 arbitrations at a time, and those arbitrations will be resolved in the manner described below.
For the first batch, each side may select up to 10 of these Related Cases to be filed and resolved individually in arbitrations as outlined in this Section 7. The batch consists of the Related Cases selected by each side. None of the other Related Cases may be filed in arbitration until the first batch of cases is resolved. If, after the first batch of cases is resolved, the parties are unable to informally resolve the remaining Related Cases, a second batch of Related Cases may be filed, where each side may select up to 10 of the Related Cases to be resolved individually in arbitrations as outlined above in Section 7. This process of batched arbitrations will continue until the parties are able to resolve all of the claims either informally or through individual arbitrations. Statutes of limitations and other time-based defenses will be tolled following our receipt of your individualized Notice of Dispute with the information listed in Section 7.3 above as long as a Related Case to your individualized Notice of Dispute is pending.
The arbitrator may consider rulings in other arbitrations involving different claimants, but an arbitrator’s ruling will not be binding in proceedings involving different claimants.
The procedures above supersede and replace the AAA’s Supplemental Rules for Multiple Case Filings (and any similar rules the AAA may adopt), which will not apply to arbitrations filed under these Terms. A court will have the exclusive authority to enforce Section 7.7, including the question whether Section 7.7 applies to a given set of cases and the ability to prevent the filing or prosecution of arbitrations that do not comply with the process outlined in Section 7.7.
7.8 The applicability of this Arbitration Agreement and Class Action Waiver, and your option to opt out of it.
These Terms go into effect between you and LinkedIn as soon as you launch a campaign, run an ad on the LinkedIn advertising platform, access our Campaign Manager tool, or otherwise register for, access, or use our ad services on any of our Properties. It governs all disputes described in Section 7.1 above, except that it doesn’t require you to arbitrate cases that are already pending in court when these Terms go into effect. If a class action is already pending in court when these Terms go into effect and the court in that proceeding certifies a class that includes you, you may participate in the class if you wish to. But unless you opt out of this Section 7 as provided below, you may not bring or participate in any other class action against us.
You may opt out of this Section 7 by sending us a notice by email to ArbitrationOptOut@linkedin.com within 30 days after these Terms goes into effect. The notice must contain your name, your address (or other information that we can use to contact you), a statement that you wish to opt out of this Arbitration Agreement and Class Action Waiver, and the account numbers that you’ve used on our online advertising platform or for our ad services for which you’re opting out. If we make material changes to this Arbitration Agreement and Class Action Waiver, you may opt out of those changes (but not the entire Arbitration Agreement and Class Waiver) by sending us notice within 30 days after the changes go into effect. If you do, the most recent version of this Arbitration Agreement and Class Action Waiver before the change you rejected will apply.
7.9 Severability.
If any part of this Arbitration Agreement and Class Action Waiver is found to be illegal or unenforceable, the remainder of this Section 7 will remain in effect (with an arbitration award issued before any court proceeding begins), except that if a finding of partial illegality or unenforceability would allow a class-wide arbitration, a representative arbitration, an arbitration seeking a public injunction, or arbitrations of more than 20 Related Cases at a time, then this Arbitration Agreement and Class Action Waiver will be unenforceable in its entirety with respect to each such proceeding that would otherwise be arbitrated, and those proceedings will occur exclusively in court, not in arbitration.
7.10 Conflict with AAA rules.
If these Terms conflict with the AAA’s rules, these Terms govern.
7.11 LinkedIn affiliates are third-party beneficiaries.
Affiliates of LinkedIn who are not parties to this Arbitration Agreement and Class Action Waiver are third-party beneficiaries of your agreement with us to resolve disputes through informal negotiation and arbitration and the other provisions of this Section 7.