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ECC Board of Trustees
Executive Summary
Date: 1/12/2018 Subcommittee: Financial Health Agenda Item: LinkedIn Subscription Agreement for Lynda.com training site This item is for: For Board's Approval Backup Documentation: Attached to this document
Background Information: For the past two years, the Information Technology Services (ITS) has purchased a partial campus subscription from LinkedIn for the tutorial service, Lynda.com. The partial campus subscription has allowed up to 499 users to access all the tutorial content on Lynda.com for both academic and administrative use. The service provides hundreds of self‐paced courses for topics such as Microsoft Windows, Microsoft Office, graphic applications, CAD programs, photography, and leadership.
Reasons for Recommendation: In the past two years, we have had more academic departments requesting access to Lynda.com for their courses. Frequent academic users of the system currently include Information Technology (Academic), Architecture Technology, Computer Aided Drafting/Design Technology and Humanities. More departments could take advantage of this service, if additional licenses were made available. ITS is also utilizing this service to update employee skills by providing access and specific courses that are relevant to their duties. The full agreement will provide a Lynda.com account for every Erie student and employee for $3,828 more a year.
Fiscal Implications: The attached agreement locks in the $19,028 price per year for two years. Currently, if Erie continues our partial subscription (for up to 499 users), we would be paying $15,200 annually (total price $30,400). Therefore, for an additional $3,828 annually, we will be covering every student and employee at Erie. Funding of $19,028 is available in the 2017‐18 ITS budget and will be an anticipated cost in the 2018‐19 budget.
Consequences of Negative Action: By canceling the entire Lynda.com contract, both the academic and administrative users would lose a valuable resource. The students who have been using Lynda.com have stated that it helps them with their coursework and to dive deeper into certain areas. The employees that have used it, appreciate having a resource to keep their skills current. This results in better productivity and efficiency at Erie.
If we were to keep the partial campus subscription, we would not be able to market this to more areas within the college.
Steps Following Approval: Final review and approval by Erie Legal Counsel, Leslie Ortiz Fogg, Assistant County Attorney, Erie County.
Contact Information If Any Questions:
Meena Lakhavani, Chief Information Officer and Vice Provost, Phone: 716‐851‐1978 or email: [email protected]
Joseph Lundin, Director of Academic and User Services, Phone 716‐851‐1511 or email: [email protected]
LinkedIn Subscription Agreement for Lynda.com training site
Background Information
Current Data:
SUNY Erie currently owns a Lynda.com partial campus license, which allows 499 active users. Due to the limitation of users, the Lynda.com service has been selectively marketed to employees and academic courses.
The chart below shows the usage of the product in the past year. There is an increased usage of the product, which we believe will continue to grow as we begin to market this service.
Month/Year Active Users Logins
Distinct courses viewed
Distinct videos viewed
Total views
Hours viewed
Video views/user who logged in
01/17 190 122 37 253 359 22.83 6.77 02/17 193 13 6 14 14 0.82 1.75 03/17 211 158 74 646 856 65.66 15.85 04/17 214 129 67 540 706 50.51 18.58 05/17 214 113 38 578 662 45.47 28.78 06/17 216 17 7 16 16 0.96 1.45 07/17 216 26 26 216 310 23.39 23.85 08/17 218 28 17 111 115 6.3 9.58 09/17 286 192 40 166 214 15.7 2.4 10/17 334 312 92 691 857 58.32 7.94 11/17 346 192 93 1654 1976 133.89 26 12/17 352 134 86 947 970 77 15.4 01/18 352 26 13 150 153 11.62 13.91
Last semester, the service made available for the Academic courses below, and for about 55 employees (both faculty and staff).
17/FA GA‐131 0B 17/FA GA‐131 0C 17/FA GA‐125 0C 17/FA GA‐134 IS1 17/FA GA‐102 0B 17/FA GA‐102 0C 17/FA DF‐108 0B 17/FA DF‐108 5B 17/FA DF‐109 0B 17/FA AR‐108 0B 17/FA AR‐108 0C 17/FA AR‐108 5B
17/FA AR‐285 0B 17/FA AT‐222 0B 17/FA AT‐225 0B 17/FA AT‐260 0B 17/FA AT‐262 0B 17/FA DA‐103 0B 17/FA DA‐103 IS1 17/FA DA‐103 IS2 17/FA GA‐135 0B 17/FA GA‐135 0C 17/FA DA‐202 IS1 17/FA DA‐240 HS1
The Top Five Courses accessed were:
Word 2016 Essential Training Photoshop CS4 One‐on‐One Fundamentals Rhino 5 Essential Training IT Security Foundations: Core Concepts Computer Literacy for Mac
Current Usage:
We are limited by how much we may market the service, as we are growing close to the 499 active users that we are allowed to have. The new license will allow every employee and student to have access to this service. For our current marketing efforts in academics, we email a few departments who we think would benefit most from the content. Traditionally, this has be Information Technology, Architecture Technology, Computer Aided Drafting/Design Technology and Humanities. Academic usage varies, some instructors assign Lynda.com classes as coursework, and others will use it as a resource for students who need additional assistance.
For employees, we have been allowing access to those who request assistance via the ITS Help Desk for software (ie: Word 2016). There has been some adoption by word of mouth. Employees are using this service both to improve their on the skills job, and also to learn about outside interests, such as photography.
Future Usage:
For Academics, we see the potential for many more courses to take advantage of this service to provide supplemental course work to increase the technology and soft skills (ie: leadership, customer service) of their students. For employees, supervisors could assign courses to their employees to increase their job skills. We will work with both Human Resources, Academic Affairs and Marketing and Communications to identify opportunities.
LinkedIn Confidential and Proprietary Rev. September 2016
1
CONTRACT CONTACT: Joseph Lundin
BILL TO: Please review the below Billing details and edit if necessary. ORDER INFORMATION
Bill To Doing Business As:
Contact: Joseph Lundin
Contract #: CS3158413-17 Erie Community College
Address: 4041 Southwestern Blvd
Billing Period: Annually Upfront
Billing Method: Invoice
Billing Instructions: 2 YR Term. Annual Bill Invoice #1: Amount $19,028 on or after February 1,
2018 Invoice #2: Amount $19,028 on or after February 1,
2019.
City/State/Zip: Orchard Park NY 14127-2100
Country: United States For Internal Only:
Email: [email protected] Master Agreement (LSA): DO NOT USE : Lynda Legacy Migration Opp
Phone: (716) 851-1001Type: Renewal
By initialing here, I agree that the Billing details are current and accurate. ________ Rep Region: LDC-NA-US-XXX2-GVED-HED-RM
Agency Name:
SHIP TO: Erie Community College Currency: USD
Ship To Doing Business As:
4041 Southwestern Blvd
Orchard Park, NY 14127-2100
United States
Contract Start Date*: February 1, 2018 Contract End Date: January 31, 2020 *"The start date of the services on this Order Form will be the later of the Contract Start Date or the date that the Order Form is fully executed"
Product Order Description Qty Term (Months)
Notes Sales Price Total
Product Name: lyndaCampus Higher Education 2 Year Product SKU: LCH2Y01-1605 Product Description: LyndaCampus with English content for 2 year higher education institutions that are buying for their entire campus population. Includes one master admin complimentary user.
4,781 24 Full LyndaCampus access for all students, staff, and faculty with SUNY Erie Community College.
$38,056.00 $38,056.00
SUB TOTAL $38,056.00
ESTIMATED TAX* $0.00
ESTIMATED ORDER TOTAL
$38,056.00
PURCHASE ORDER INFORMATION TAX INFORMATION
Our records INDICATE that a Purchase Order Number may NOT be required for this order.
If a Purchase Order IS required, please enter the PO Number:
By initialing here, I confirm that a Purchase Order number is NOT required, or if a Purchase Order Number is listed ABOVE, I confirm that it is current and accurate.______
Please attach PO
Check here if your company is tax exempt: dl.taxexempt Please attach any/all exemption certifications or email documentation to [email protected].
Your order will be taxed using the applicable tax rate for your shipping address. The tax listed on your order form is only an estimate and is calculated on the net price. Your invoice will reflect the final total taxes in effect at the time of invoicing and may differ from the amount listed on this order form.
For customers located in AZ, CO, CT, FL, HI, IL, IN, MA, MN, NE, NM, NJ, NY, NC, OH, PA, TN, TX, UT, VT, WA and WI, Linkedin may be required to charge sales tax on your order pursuant to certain state and local sales tax laws. Any applicable sales tax charges will appear separately on your final invoice. For customers located in other states, your state and/or local government may require you to report your purchase and pay appropriate sales and/or use tax amounts to them directly.
PAYMENT OPTIONS
Customer Payment Terms: 30 Days
USA Customers: Check, Credit Card, or Bank Wire Transfer
Non-US Customers: Credit Card or Bank Wire Transfer only
Pricing Valid Through: January 18, 2018
Proposed by: Thalia Jewell
LinkedIn 1000 West Maude Avenue Sunnyvale, CA 94085 Phone: 650.687.3600 Fax: 1.650.429.2122 www.linkedin.com
Sold to Customer Erie Community College
LinkedIn Confidential and Proprietary Rev. September 2016
2
TERMS
•Services provided under this order form are provided pursuant to the LinkedIn Subscription Agreement between SUNY Erie Community College and LinkedIn, the terms of which are incorporated into this order form • Except as provided in the LSA, Services purchased under this Order Form are non-cancelable and non-refundable. • Future orders will be at list price (including any applicable volume based discounts) at the time of purchase. • Customer will maintain complete and accurate billing and contact information with LinkedIn and will notify LinkedIn of any inaccuracies on an invoice within the time period set forth in the Payment Terms section above. • If and to the extent Customer provides to LinkedIn any personal data of European Union residents in connection with its use of the Services (not including data provided by members to LinkedIn), LinkedIn and Customer will comply with the applicable Standard Contractual Clauses available at https://business.linkedin.com/c/15/10/eu-scc, the terms of which are incorporated by reference into this Order Form. • Add-on orders must co-term with the originating order.
CUSTOMER (or APPROVED AGENCY) LinkedIn Corporation
Signature: dl.signhere.1 Signature:
Name: dl.fullname.1 Name:
Title: dl.title.1 Title:
Date: dl.datesign.1 Date:
Sales Ops: dl.initialhere.7
I hereby represent that I am an authorized signatory and have read and agreed to the terms of this Order Form.
LINKEDIN SUBSCRIPTION AGREEMENT
For Lynda.com Content Services
This LinkedIn Subscription Agreement for Lynda.com Content Services (“Agreement”) is made
by and between the State University of New York at Erie Community College (hereinafter “SUNY” or “University” or “Customer”), an educational corporation organized and existing under the laws of the State of New York, and having its principal place of business located at, 6205 Main Street, Williamsville, NY 14221 and LinkedIn Corporation (hereinafter “Lynda.com”, “LinkedIn ” or “Contractor”), having its principal place of business located at 2029 Stierlin Court, Mountain View, CA 94043. 1. ORDERING AND THE PROVISION OF SERVICES
1.1 Services. Customer may access and use the LinkedIn services offered via LinkedIn’s websites,
including any associated software, APIs and plugins (“Software”), content, data, and other information owned or licensed by LinkedIn (“LinkedIn Data”), documentation and reports, and any other content provided as a part of the services (collectively, “Service/s”) to the extent and for the term stated in the ordering document (“Subscription Term”).
1.2 Campuses. Intentionally left blank. 1.3 Payment. Customer will pay the fees for the Services stated in the ordering document within
30 calendar days after receipt of LinkedIn’s invoice, unless otherwise stated in the ordering document, subject to approved line of credit. Interest for any unpaid balance will accrue pursuant to Section 179g of New York State Finance Law that is 30 days past receipt of SUNY invoice. Customer’s purchases are non‐cancelable and payment for Services is non‐refundable, except as otherwise stated in this LSA. Customer will maintain complete and accurate billing and contact information with LinkedIn. The Contractor shall provide complete and accurate billing invoices to SUNY in order to receive payment for its services. Billing invoices submitted to SUNY must contain all information and supporting documentation required by SUNY and OSC. Payment for invoices submitted by the Contractor shall only be rendered electronically unless payment by paper check is expressly authorized by the Vice Chancellor for Business and Finance of the State University of New York or designee, in her/his sole discretion, due to extenuating circumstances. Such electronic payment shall be made in accordance with ordinary New York state procedures and practices. The Contractor shall comply with the OSC procedures to authorize payments. Authorization forms are available at the OSC website at www.osc.state.ny.us/epay, by email at [email protected] or by telephone at 518‐474‐4032. The Contractor acknowledges that it will not receive payment on any invoices submitted under this Agreement if it does not comply with the OSC’s electronic payment procedures, except where the Vice Chancellor or designee has expressly authorized payment by paper check as set forth above
1.4 Taxes. Unless Customer is a tax‐exempt entity, Customer will pay or reimburse LinkedIn for
all federal, state, and local taxes, including sales, use, gross receipts, VAT, GST, or similar
transaction taxes, imposed on Services purchased under the Agreement (“Taxes”), provided that such Taxes are statutorily imposed either jointly or severally on Customer, unless Customer provides LinkedIn with a valid tax exemption certificate. All Taxes payable by Customer will be separately stated and exclusive of the fees. Customer will have no liability for taxes that are statutorily imposed on LinkedIn including taxes or fees measured by LinkedIn’s net or gross income.
2. RESPONSIBILITIES
2.1 Use of the Services. Customer will use the Services solely for its intended purpose, as
detailed in Appendix 2. Only Customer‐designated employees and contractors are authorized to use the Services (“Customer User”). A Customer User must also be a Member. 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”) attached hereto as Appendix 5.
2.2 Software. Any Software is licensed and not sold. LinkedIn grants Customer and its Affiliates a limited, personal, revocable, worldwide, non‐sub‐licensable, non‐transferable, non‐exclusive license to install and execute the Software on machines operated by or for Customer as needed for use of the Services during the Subscription Term.
2.3 Customer’s Use of Member Data and LinkedIn Data. Customer may use content, data and
other information about Members received from LinkedIn’s websites (collectively, “Member Data”) and LinkedIn Data only as expressly permitted in this LSA.
2.4 LinkedIn’s Collection, Use and Processing of Customer Personal Data. In performing this Agreement, LinkedIn will receive, maintain, process or otherwise will have access to confidential information on employees of the Campuses of the State University. Pursuant to the Gramm‐Leach‐Bliley Act (P.L. 106‐102) and the Federal Trade Commission’s Safeguards Rule (16 CFR Part 314), and to the extent LinkedIn is a covered entity or applicable service provider under these regulations with respect to student or customer data, LinkedIn will implement and maintain a written Information Security Program (“Program”) in order to protect such confidential customer information. Customer information is defined as “any record containing nonpublic personal information as defined in 16 CFR §313(n)” (the FTC’s Privacy Rule) “about a customer of a financial institution, whether in paper, electronic, or other form” (16 CFR §314.2). Examples of nonpublic personal customer information include, but are not limited to, name, address, phone number, social security number, bank and credit card account numbers and student identification numbers. The safeguards that must be implemented under the Program shall 1) ensure the security and confidentiality of student and/or campus customer records and information; such as requiring unique identification and authorization of all users, 2) protect against any threats or hazards to the security or integrity of such records; and 3) protect against unauthorized access to or use of such records or information which could result in substantial harm or inconvenience to any student and/or campus customer. If LinkedIn subcontracts with a third party for any of the services that it is required to undertake in furtherance of this Agreement, the LinkedIn will take reasonable steps to verify that such third parties implement practices which protect
nonpublic personal information of students and/or campus customers which they receive, maintain, process or otherwise are permitted access.
LinkedIn agrees at all times to maintain the network security which at a minimum includes; network firewall provisioning, intrusion detection, and regular (three or more annually) third party vulnerability assessments. Further, the Contractor agrees to maintain network security that conforms to generally recognized “Industry Standards” and best practices that the Contractor applies to its own network. Generally recognized industry standards include but are not limited to the current standards and benchmarks set forth and maintained by the Center for Internet Security (see http://www.cisecurity.org) or Payment Card Industry/Data Security Standards (PCI/DSS)‐see http://www.pcisecuritystandards.org/
2.5 Compliance with Laws. This Agreement shall be governed and construed in accordance with
the laws of New York, excluding New York State’s choice‐of‐law principles, and all claims relating to or arising out of this Agreement, or the breach thereof, whether sounding in contract, tort or otherwise, shall likewise be governed by the laws of New York State, excluding New York State’s choice‐of‐law principles. The parties will comply with all applicable international, federal, state, provincial and local laws relating to the privacy, confidentiality, security and protection of Personal Data including the EU Data Protection Directive 95/46/EC as amended and as implemented in the various European Economic Area (“EEA”) countries or any similar and applicable legislation enacted outside of the EEA and security breach notification laws (collectively, “Data Protection Law”). LinkedIn has implemented the federal E‐Verify program for all U.S. LinkedIn employees who will provide Services to Customer under this LSA. LinkedIn will not refuse to hire any person otherwise qualified, solely because of race, color, religion, national origin, gender, age, military status, sexual orientation, marital status, or physical or mental disability.
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 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, Personal Data, etc.). This Agreement is subject to the New York State Freedom of Information Law (“FOIL”) as set forth in Article 6 of the New York State Public Officers Law, and only the parties’ Confidential Information that satisfies the requirements of Section 87 (2) (d) of the Public Officers Law, and SUNY’s implementing regulations at NYCRR § 311.6 shall be exempted from disclosure thereunder Recipient will protect Personal Data pursuant to this Section 3 in perpetuity. Customer acknowledges that that certain information provided by LinkedIn during the performance of this Agreement may contain trade secrets and confidential commercial or financial information exempt from the mandatory disclosure requirements under FOIL.
3.2 Exclusions. 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.
3.3 Limited Use and Non‐Disclosure. Recipient will (a) use Confidential Information solely to
fulfill its obligations under the Agreement; (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 to Affiliates or employees, 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 LSA; 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.
4. INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP. No right, title or interest in any
intellectual property right transfers to the other party, except for the limited rights stated in the Agreement. Customer is not obligated to provide LinkedIn or its Affiliates with any suggestions, enhancement requests, or other feedback about the Services or related technology (“Feedback”). However, if Customer does provide Feedback to LinkedIn, LinkedIn may use and modify the Feedback without any restriction or payment.
5. TERM AND TERMINATION 5.1 LSA Term. This LSA is effective on the date the first ordering document is executed by
Customer and LinkedIn (“Effective Date”) and remains in effect for a period of three (3) years from the Effective Date. The LSA shall terminate so long as there are not ordering documents in effect. If there are ordering documents in effect, the LSA shall continue until the termination or expiration of all ordering documents
5.2 Termination and Suspension. Either party may terminate this LSA or an applicable ordering
document if the other party materially breaches the Agreement and fails to cure the breach within 30 days after receiving notice of the breach. LinkedIn may immediately terminate this LSA or an applicable ordering document if Customer is in breach of Section 2.5. LinkedIn may suspend Customer’s access to the Services if Customer is in breach of the Agreement, provided that the suspension will continue only for as long as reasonably necessary for Customer to remedy the breach. If all ordering documents under this LSA have expired or been terminated, then either party may terminate this LSA for convenience by providing written notice to the other party. Subject to section 5.3, in addition, SUNY shall have the right to terminate this Agreement early upon 60 days prior written notice for: (i) unavailability of funds; (ii) cause; (iii) convenience, (iv) in the event the State Finance Law sections 139‐j and 139‐k certifications are found to be intentionally false or intentionally incomplete, or (v) if applicable, the Department of Taxation & Finance Contractor Certification form ST220CA is found to be false or intentionally incomplete.
Further, SUNY may exercise New York State Vendors Responsibility obligations as follows:
a. General Responsibility. The Vendor shall at all times during the term of thisAgreement remain responsible. The Vendor agrees, if requested by the SUNY Chancelloror his or her designee, to present evidence of its continuing legal authority to do businessin New York State, integrity, experience, ability, prior performance, and organizationaland financial capacity.
b. Suspension of Work for Non‐Responsibility. The SUNY Chancellor, in his or her solediscretion, reserves the right to suspend any or all activities under this Agreement at anytime when he or she discovers information that calls into question the responsibility ofthe Vendor. In the event of such suspension, the Vendor will be given written noticeoutlining the particulars of such suspension. Upon issuance of such notice, the Vendormust comply with the terms of the suspension order. Activity under this Agreement mayresume at such time as the SUNY Chancellor or his or her designee issues a written noticeauthorizing a resumption of performance under the Agreement.
c. Termination for Non‐Responsibility. Upon written notice to the Vendor and areasonable opportunity to be heard with appropriate SUNY officials or staff, thisAgreement may be terminated by the SUNY Chancellor or his or her designee at theVendor’s expense, where the Vendor is determined by the SUNY Chancellor or his or herdesignee to be non‐responsible. In such event, the SUNY Chancellor or his or her designeemay complete the contractual requirements in any manner he or she may deem advisableand pursue available legal or equitable remedies for breach.
5.3 Effect of Termination. Termination of this LSA or an ordering document will not relieve Customer from its obligation to pay LinkedIn any fees stated in an ordering document executed by the parties. If Customer terminates this LSA or an ordering document due to LinkedIn’s uncured material breach, LinkedIn will refund a pro‐rata share of any pre‐paid fees under the applicable ordering document. Upon any termination, Customer will notify Customer Users that their access to the applicable Services has terminated, and LinkedIn may remove or discard all content that Customer uploaded or otherwise made available to LinkedIn while using the Services, in accordance with LinkedIn’s policies. Termination of an ordering document does not terminate this LSA; however, termination of this LSA will result in the immediate termination of all ordering documents. The provisions of this LSA that by their nature extend beyond the termination of this LSA will survive termination of this LSA.
6. NO WARRANTY. THE SERVICES ARE PROVIDED “AS IS”. EXCEPT AS EXPRESSLY STATED IN THISLSA, LINKEDIN MAKES NO REPRESENTATION OR WARRANTY ABOUT THE SERVICES INCLUDINGANY REPRESENTATION THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR‐FREE. TO THEFULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, LINKEDIN DISCLAIMS ANY IMPLIED ORSTATUTORY WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF TITLE, NON‐INFRINGEMENT,MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE SERVICE PURCHASED BYCUSTOMER WILL PERFORM IN ACCORDANCE WITH ITS INTENDED PURPOSE AS SETOUT ON THELYNDA.COM WEBSITE.
7. THIRD‐PARTY INDEMNITY AND RESPONSIBILITY
7.1 LinkedIn Indemnity. LinkedIn will defend and indemnify Customer, its Affiliates, and their respective directors, officers and employees from and against all third party claims to the extent resulting from or alleged to have resulted from (a) the Services’ (excluding any non‐LinkedIn Data and excluding Customer Personal Data) infringement of a third party’s intellectual property right; or (b) LinkedIn’s material breach of the Agreement.
7.2 Customer Responsibility. Subject to the availability of lawful appropriation and consistent with the New York State Court of Claims Act, SUNY shall hold the Contractor harmless from and indemnify it for any final judgment of a court of competent jurisdiction for its failure to perform its obligations hereunder or to the extent attributable to negligence of SUNY or of its officers or employees when acting within the course and scope of their employment in connection with this Agreement.
8. LIMITATION OF LIABILITY
8.1 Consequential Damages Waiver. To the fullest extent permitted by law, neither party, including its respective Affiliates, will be liable to the other in connection with the Agreement for lost profits or lost business opportunities, loss of data, or any indirect, incidental, consequential, special or punitive damages.
8.2 Liability Cap. The Contractor‘s liability for any claim, loss or liability arising out of, or connected with, the Services, and whether based upon default, or other liability such as breach of contract, warranty, negligence, misrepresentation, or otherwise, shall not exceed direct damages in: (i) an amount equal to two (2) times the fees specified in an ordering document for the Services during the 12 month period before the event giving rise to the liability or (ii) five hundred dollars ($500.00), whichever is less. NOTWITHSTANDING THE FORGOING, LINKEDIN REMAINS LIABLE, WITHOUT MONETARY LIMITATION FOR DIRECT DAMAGES FOR PERSONAL INJUSRY, DEATH, OR DAMAGE TO REAL PROPERTY, TANGIBLE PERSONAL PROPERTY, OR INTELLECTUAL PROPERTY ATTRIBUTABLE TO THE NEGLIGENCE OR INTENTIONAL WRONGDOING OF THE CONTRACTOR, ITS OFFICERS, EMPLOYEES, OR AGENTS.
8.3 Exclusions. The limitations on liability stated in Sections 8.1 and 8.2 above, do not apply to a party’s (a) confidentiality obligations; (b) liability for fraud, gross negligence or intentional misconduct; (c) liability for death or personal injury; or (d) violation of the other party’s intellectual property.
9. GOVERNMENT ENTITY. The parties recognize that Customer is a Government Entity, andnothing in this LSA is intended to waive or diminish Customer’s rights under principles ofSovereign Immunity, as established by law.
10. DISPUTE RESOLUTION. Any dispute arising under this Agreement shall be amicably resolvedby the parties. If the parties are unable amicably to resolve the dispute within thirty (30)days, then either party may seek legal or equitable redress.
11. MISCELLANEOUS. This LSA (“Agreement”), the applicable ordering document with all attachments, and the LinkedIn User Agreement available at https://www.linkedin.com/legal/user‐agreement, as amended by LinkedIn from time to time (“User Agreement”) forms the entire agreement between the parties and supersedes all written or oral, prior or contemporaneous communications between the parties relating to the subject matter of this Agreement. In the event of any inconsistency or conflict among the elements of this Agreement, such inconsistency shall be resolved by giving precedence to the elements in the following order: (1) Appendix 1 (SUNY Standard Contract Clauses), (2) this Agreement, (3) Appendix 2 (Service Terms), (4) Appendix 3 (Ordering Document), (5) Appendix 4 (lyndaCampus Pricing), and (6) Appendix 5 User Agreement. Further, the Customer acknowledges Appendix 5, available at https://www.linkedin.com/legal/user‐agreement is subject to unilateral change by LinkedIn. SUNY agrees to be bound by and accept all provisions in Appendix 5 (as changed from time to time), to the extent such provisions do not conflict with the provisions set forth in the Agreement documents that are given precedence in this Section as if fully set out herein and as a condition of the Institution’s agreement to the terms of Appendix 5 as modified from time to time. All active Users are notified via email. Clicking within the email, User will be able to view any changes made. Customer will ensure that Customer Users comply with the User Agreement. Customer will use the Services solely for Customer’s internal use and will not provide access to the Services to any third party, except as otherwise permitted in the Agreement. Customer will notify LinkedIn immediately upon learning of any unauthorized use of the Services or any other breach of security relating to the Services. Neither party relies on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to the Agreement or not) relating to the subject matter of the Agreement, other than as expressly set out in the Agreement. The parties will provide notices in writing and deliver them by commercial overnight courier to the address of the other party set forth 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 for any purpose. Neither party will assign this LSA or an ordering document in whole or in part without the other party’s prior written consent. Any attempted assignment in violation of the foregoing restriction will be void. Customer will provide LinkedIn written notification if Customer is purchasing Services through a LinkedIn partner agency. LinkedIn may remotely monitor Customer’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 affect the parties’ intention 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, which may be modified in accordance with its terms. If Customer is an agency binding a client under this LSA, Customer (a) represents and warrants that it has the authority to bind the client to the terms stated herein; (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 obligations of Customer under the Agreement. Each party represents and warrants that the individual binding a party under this LSA or an ordering document is authorized to do so.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the last date signed (Effective Date). CUSTOMER State University of New York at Erie Community College
LINKEDIN CORPORATION
Signature: dl.signhere.1 Signature: dl.signhere.2
Name: dl.fullname.1 Name: dl.fullname.2
Title: dl.title.1 Title: dl.title.2
Date Signed: dl.datesign.1 Date Signed: dl.datesign.2
A notary public or other officer completing this notarization verifies only the identity of the individual who signed the document, and not the truthfulness, accuracy, or validity of that document.
State of California County of Santa Clara On __________________, before me, __Colleen M Feehan‐Frank__,
Date Here Insert Name and Title of the Officer
personally appeared ____________________________,
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
(Notary Seal)
Signature:
(Signature of Notary Public)
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Appendix 1
Exhibit A Standard Contract Clauses
State University of New York February 11, 2014 The parties to the attached contract, license, lease, amendment or other agreement of any kind (hereinafter, "contract") agree to be bound by the following clauses which are hereby made a part of the contract (the word "Contractor" herein refers to any party other than the State, whether a Contractor, licensor, licensee, lessor, lessee or any other party): 1. EXECUTORY CLAUSE. In accordance with Section 41 of the State Finance Law, the State shall have no liability under this contract to the Contractor or to anyone else beyond funds appropriated and available for this contract.
2. PROHIBITION AGAINST ASSIGNMENT Except for the assignment of its right to receive payments subject to Article 5-A of the State Finance Law, the Contractor selected to perform the services herein are prohibited in accordance with Section 138 of the State Finance Law from assigning, transferring, conveying, subletting or otherwise disposing of its rights, title or interest in the contract without the prior written consent of SUNY and attempts to do so are null and void. Notwithstanding the foregoing, SUNY may, with the concurrence of the New York Office of State Comptroller, waive prior written consent of the assignment, transfer, conveyance, sublease or other disposition of a contract let pursuant to Article XI of the State Finance Law if the assignment, transfer, conveyance, sublease or other disposition is due to a reorganization, merger or consolidation of Contractor’s its business entity or enterprise and Contractor so certifies to SUNY. SUNY retains the right, as provided in Section 138 of the State Finance Law, to accept or reject an assignment, transfer, conveyance, sublease or other disposition of the contract, and to require that any Contractor demonstrate its responsibility to do business with SUNY.
3. COMPTROLLER'S APPROVAL. (a) In accordance with Section 112 of the State Finance Law, Section 355 of New York State Education Law, and 8 NYCRR 316, Comptroller’s approval is not required for the following contracts: (i) materials; (ii) equipment and supplies, including computer equipment; (iii) motor vehicles; (iv) construction; (v) construction-related services; (vi) printing; and (vii) goods for State University health care facilities, including contracts for goods made with joint or group purchasing arrangements.
(b) Comptroller’s approval is required for the following contracts: (i) contracts for services not listed in Paragraph (3)(a) above made by a State University campus or health care facility certified by the Vice Chancellor and Chief Financial Officer, if the contract value exceeds $250,000; (ii) contracts for services not listed in Paragraph (3)(a) above made by a State University campus not certified by the Vice Chancellor and Chief Financial Officer, if the contract value exceeds $50,000; (iii) contracts for services not listed in Paragraph (3)(a) above made by health care facilities not certified by the Vice Chancellor and Chief Financial Officer, if the contract value exceeds $75,000; (iv) contracts whereby the State University agrees to give something other than money, when the value or reasonably estimated value of such consideration exceeds $10,000; (v) contracts for real property transactions if the contract value exceeds $50,000; (vi) all other contracts not listed in Paragraph 3(a) above, if the contract value exceeds $50,000, e.g. SUNY acquisition of a business and New York State
Finance Article 11-B contracts and (vii) amendments for any amount to contracts not listed in Paragraph (3)(a) above, when as so amended, the contract exceeds the threshold amounts stated in Paragraph (b) herein. However, such pre-approval shall not be required for any contract established as a centralized contract through the Office of General Services or for a purchase order or other transaction issued under such centralized contract.
(c) Any contract that requires Comptroller approval shall not be valid, effective or binding upon the State University until it has been approved by the Comptroller and filed in the Comptroller’s office.
4. WORKERS' COMPENSATION BENEFITS. In accordance with Section 142 of the State Finance Law, this contract shall be void and of no force and effect unless the Contractor shall provide and maintain coverage during the life of this contract for the benefit of such employees as are required to be covered by the provisions of the Workers' Compensation Law.
5. NON-DISCRIMINATION REQUIREMENTS. To the extent required by Article 15 of the Executive Law (also known as the Human Rights Law) and all other State and Federal statutory and constitutional non-discrimination provisions, the Contractor will not discriminate against any employee or applicant for employment because of race, creed, color, sex, (including gender identity or expression), national origin, sexual orientation, military status, age, disability, predisposing genetic characteristics, marital status or domestic violence victim status. Furthermore, in accordance with Section 220-e of the Labor Law, if this is a contract for the construction, alteration or repair of any public building or public work or for the manufacture, sale or distribution of materials, equipment or supplies, and to the extent that this contract shall be performed within the State of New York, Contractor agrees that neither it nor its subcontractors shall, by reason of race, creed, color, disability, sex, or national origin: (a) discriminate in hiring against any New York State citizen who is qualified and available to perform the work; or (b) discriminate against or intimidate any employee hired for the performance of work under this contract. If this is a building service contract as defined in Section 230 of the Labor Law, then, in accordance with Section 239 thereof, Contractor agrees that neither it nor its subcontractors shall by reason of race, creed, color, national origin, age, sex or disability: (a) discriminate in hiring against any New York State citizen who is qualified and available to perform the work; or (b) discriminate against or intimidate any employee hired for the performance of work under this contract. Contractor is subject to fines of $50.00 per person per day for any violation of Section 220-e or Section 239 as well as possible termination of this contract and forfeiture of all moneys due hereunder for a second or subsequent violation
6. WAGE AND HOURS PROVISIONS. If this is a public work contract covered by Article 8 of the Labor
Law or a building service contract covered by Article 9 thereof, neither Contractor's employees nor the employees of its subcontractors may be required or permitted to work more than the number of hours or days stated in said statutes, except as otherwise provided in the Labor Law and as set forth in prevailing wage and supplement schedules issued by the State Labor Department. Furthermore, Contractor and its subcontractors must pay at least the prevailing wage rate and pay or provide the prevailing supplements, including the premium rates for overtime pay, as determined by the State Labor Department in accordance with the Labor Law. Additionally, effective April 28, 2008, if this is a public work contract covered by Article 8 of the Labor Law, the Contractor understands and agrees that the filing of payrolls in a manner consistent with Subdivision 3-a of Section 220 of the Labor Law shall be a condition precedent to payment by SUNY of any SUNY-approved sums due and owing for work done upon the project.
7. NON-COLLUSIVE BIDDING CERTIFICATION. In accordance with Section 139-d of the State Finance Law, if this contract was awarded based on the submission of competitive bids, Contractor affirms, under penalty of perjury, and each person signing on behalf of Contractor, and in the case of a joint bid each party thereto certifies as to its own organization, under penalty of perjury, that to the best of its knowledge and belief that its bid was arrived at independently and without collusion aimed at restricting competition. Contractor further affirms that, at the time Contractor submitted its bid, an authorized and responsible person executed and delivered it to SUNY a non-collusive bidding certification on Contractor’s behalf.
8. INTERNATIONAL BOYCOTT PROHIBITION. In accordance with Section 220-f of the Labor Law and Section 139-h of the State Finance Law, if this contract exceeds $5,000, the Contractor agrees, as a material condition of the contract, that neither the Contractor nor any substantially owned or affiliated person, firm, partnership or corporation has participated, is participating, or shall participate in an international boycott in violation of the federal Export Administration Act of 1979 (50 USC App. Sections 2401 et seq.) or regulations thereunder. If such Contractor, or any of the aforesaid affiliates of Contractor, is convicted or is otherwise found to have violated said laws or regulations upon the final determination of the United States Commerce Department or any other appropriate agency of the United States subsequent to the contract's execution, such contract, amendment or modification thereto shall be rendered forfeit and void. The Contractor shall so notify the State Comptroller within five (5) business days of such conviction, determination or disposition of appeal (2 NYCRR 105.4).
9. SET-OFF RIGHTS. The State shall have all of its common law, equitable and statutory rights of set-off.
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These rights shall include, but not be limited to, the State 's option to withhold for the purposes of set-off any moneys due to the Contractor under this contract up to any amounts due and owing to the State with regard to this contract, any other contract with any State department or agency, including any contract for a term commencing prior to the term of this contract, plus any amounts due and owing to the State for any other reason including, without limitation, tax delinquencies or monetary penalties relative thereto. The State shall exercise its set-off rights in accordance with normal State practices including, in cases of set-off pursuant to an audit, the finalization of such audit by the State, its representatives, or the State Comptroller.
10. RECORDS. The Contractor shall establish and maintain complete and accurate books, records, documents, accounts and other evidence directly pertinent to performance under this contract (hereinafter, collectively, "the Records"). The Records must be kept for the balance of the calendar year in which they were made and for six (6) additional yearsthereafter. The State Comptroller, the Attorney General and any other person or entity authorized to conduct an examination, as SUNY and its representatives and entities involved in this contract, shall have access to the Records during normal business hours at an office of the Contractor within the State of New York or, if no such office is available, ata mutually agreeable and reasonable venue within the State, for the term specified above for the purposes of inspection, auditing and copying. SUNY shall take reasonable steps to protect from public disclosure any of the Records which are exempt from disclosure under Section 87 of the Public Officers Law (the "Statute") provided that: (i) the Contractor shall timely inform an appropriate SUNY official, in writing, that said Records should not be disclosed; and (ii) said Records shall be sufficiently identified; and (iii) designation of said Records as exempt under the Statute is reasonable. Nothing contained herein shall diminish, or in any way adversely affect, SUNY’s or the State's right to discovery in any pending or future litigation.
11. IDENTIFYING INFORMATION AND PRIVACY NOTIFICATION.
Identification Number(s). Every invoice or New York State Claim for Payment submitted to the State University of New York by a payee, for payment for the sale of goods or services or for transactions (e.g., leases, easements, licenses, etc.) related to real or personal property must include the payee's identification number. The number is any or all of the following: (i) the payee’s Federal employer identification number, (ii) the payee’s Federal social security number, and/or (iii) the payee’s Vendor Identification Number assigned by the Statewide Financial System. Failure to include such number or numbers may delay payment. Where the payee does not have such number or numbers, the payee, on its invoice or Claim for Payment, must give the reason or reasons why the payee does not have such number or numbers.
(b) Privacy Notification. (1) The authority torequest the above personal information from a seller of goods or services or a lessor of real or personal property, and the authority to maintain such information, is found in Section 5 of the State Tax Law. Disclosure of this information by the seller or lessor to the State University of New York is mandatory. The principal purpose for which the information is collected is to enable the State to identify individuals, businesses and others who have been delinquent in filing tax returns or may have understated their tax liabilities and to generally identify persons affected by the taxes administered by the Commissioner of Taxation and Finance. The information will be used for tax administration purposes and for any other purpose authorized by law. (2) The personal information is requested by the purchasing unit of the State University of New York contracting to purchase the goods or services or lease the real or personal property covered by this contract or lease. The information is maintained in the Statewide Financial System by the Vendor Management Unit
within the Bureau of State Expenditures, Office of the State Comptroller, 110 State Street, Albany, New York 12236.
12. EQUAL EMPLOYMENT OPPORTUNITIES FOR MINORITIES AND WOMEN.(a) In accordance with Section 312 of the Executive Law and 5 NYCRR 143, if this contract is: (i) a written agreement or purchase order instrument, providing for a total expenditure in excess of $25,000.00, whereby a contracting agency is committed to expend or does expend funds in return for labor, services, supplies, equipment, materials or any combination of the foregoing, to be performed for, or rendered or furnished to the contracting agency; or (ii) a written agreement in excess of $100,000.00 whereby a contracting agency is committed to expend or does expend funds for the acquisition, construction, demolition, replacement, major repair or renovation of real property and improvements thereon; or (iii) a written agreement in excess of $100,000.00 whereby the owner of a State assisted housing project is committed to expend or does expend funds for the acquisition, construction, demolition, replacement, major repair or renovation of real property and improvements thereon for such project, then the following shall apply and by signing this agreement the Contractor certifies and affirms that it is Contractor’s equal employment opportunity policy that:
(1) The Contractor will not discriminate against employees or applicants for employment because of race, creed, color, national origin, sex, age, disability or marital status, and will undertake or continue existing programs of affirmative action to ensure that minority group members and women are afforded equal employment opportunities without discrimination. Affirmative action shall mean recruitment, employment, job assignment, promotion, upgradings, demotion, transfer, layoff, or termination and rates of pay or other forms of compensation;
(2) at SUNY’s request, Contractor shall request each employment agency, labor union, or authorized representative of workers with which it has a collective bargaining or other agreement or understanding, to furnish a written statement that such employment agency, labor union or representative will not discriminate on the basis of race, creed, color, national origin, sex, age, disability or marital status and that such union or representative will affirmatively cooperate in the implementation of the Contractor's obligations herein; and
(3) Contractor shall state, in all solicitations or ad-vertisements for employees, that, in the performance of the State contract, all qualified applicants will be afforded equal employment opportunities without discrimination because of race, creed, color, national origin, sex, age, disability or marital status.
(b) Contractor will include the provisions of "1", "2" and "3", above, in every subcontract over $25,000.00 for the construction, demolition, replacement, major repair, renovation, planning or design of real property and improvements thereon (the "Work") except where the Work is for the beneficial use of the Contractor. Section 312 does not apply to: (i) work, goods or services unrelated to this contract; or (ii) employment outside New York State. The State shall consider compliance by a Contractor or sub-contractor with the requirements of any federal law concerning equal employment opportunity which effectuates the purpose of this section. SUNY shall determine whether the imposition of the requirements of the provisions hereof duplicate or conflict with any such federal law and if such duplication or conflict exists, SUNY shall waive the applicability of Section 312 to the extent of such duplication or conflict. Contractor will comply with all duly promulgated and lawful rules and regulations of the Department of Economic Development’s Division of Minority and Women's Business Development pertaining hereto.
13. CONFLICTING TERMS. In the event of aconflict between the terms of the contract (includingany and all attachments thereto and amendments thereof) and the terms of this Exhibit A, the terms of this Exhibit A shall control.
14. GOVERNING LAW. This contract shall begoverned by the laws of the State of New York except where the Federal supremacy clause requires otherwise.
15. LATE PAYMENT. Timeliness of payment andany interest to be paid to Contractor for late payment shall be governed by Article 11-A of the State FinanceLaw to the extent required by law.
16. NO ARBITRATION. Disputes involving this contract, including the breach or alleged breach thereof, may not be submitted to binding arbitration (except where statutorily authorized) but must, instead, be heard in a court of competent jurisdiction of the State of New York.
17. SERVICE OF PROCESS. In addition to the methods of service allowed by the State Civil Practice Law & Rules ("CPLR"), Contractor hereby consents to service of process upon it by registered or certified mail, return receipt requested. Service hereunder shall be complete upon Contractor's actual receipt of process or upon the State's receipt of the return thereof by the United States Postal Service as refused orundeliverable. Contractor must promptly notify the State, in writing, of each and every change of address to which service of process can be made. Service by the State to the last known address shall be sufficient. Contractor will have thirty (30) calendar days after service hereunder is complete in which to respond.
18. PROHIBITION ON PURCHASE OF TROPICAL HARDWOODS. The Contractor certifies and warrants that all wood products to be used under this contract award will be in accordance with, but not limited to, the specifications and provisions of State Finance Law §165 (Use of Tropical Hardwoods), which prohibits purchase and use of tropical hardwoods, unless specifically exempted, by the State or any governmental agency or political subdivision or public benefit corporation. Qualification for an exemption under this law will be the responsibility of the contractor to establish to meet with the approval of the State. In addition, when any portion of this contract involving the use of woods, whether supply or installation, is to be performed by any subcontactor, the prime Contractor will indicate and certify in the submitted bid proposal that the subcontractor has been informed and is in compliance with specifications and provisions regarding use of tropical hardwoods as detailed in Section 165 of the State Finance Law. Any such use must meet with the approval of the State,otherwise, the bid may not be considered responsive.Under bidder certification, proof of qualification for exemption will be the responsibility of the Contractor to meet with the approval of the State.
19. MacBRIDE FAIR EMPLOYMENT PRIN-CIPLES. In accordance with the MacBride Fair Employment Principles (Chapter 807 of the Laws of 1992) , the Contractor hereby stipulates that Contractor and any individual or legal entity in which the Contractor holds a ten percent or greater ownership interest and any individual or legal entity that holds a ten percent or greater ownership interest in the Contractor either (a) have no business operations in Northern Ireland, or (b) shall take lawful steps in good faith to conduct any business operations in Northern Ireland in accordance with the MacBride Fair Employ-ment Principles (as described in Section 165(5) of the State Finance Law), and shall permit independent monitoring of compliance with such principles.
20. OMNIBUS PROCUREMENT ACT OF 1992.It is the policy of New York State to maximize opportunities for the participation of New York State business enterprises, including minority and women-owned business enterprises as bidders, subcontractors and suppliers on its procurement contracts.
Information on the availability of New York State subcontractors and suppliers is available from:
NYS Department of Economic Development Division for Small Business 30 South Pearl St., 7th Floor
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Albany, NY 12245 Tel: 518-292-5100 Fax: 518-292-5884 email: [email protected]
A directory of certified minority and women-owned business enterprises is available from:
NYS Department of Economic Development Division of Minority and Women’s Business Development 633 Third Avenue New York, NY 10017 212-803-2414 email: [email protected] https://ny.newnycontracts.com/FrontEnd/VendorSearchPublic.asp
The Omnibus Procurement Act of 1992 requires that by signing this bid proposal or contract, as applicable, Contractors certify that whenever the total bid amount is greater than $1 million:
(a) The Contractor has made reasonable efforts to encourage the participation of New York State Business Enterprises as suppliers and subcontractors, including certified minority and women-owned business enterprises, on this project, and has retained the documentation of these efforts to be provided upon request to SUNY;
(b) The Contractor has complied with the Federal Equal Employment Opportunity Act of 1972 (P.L. 92-261), as amended;
(c) The Contractor agrees to make reasonable efforts to provide notification to New York State residents of employment opportunities on this project through listing any such positions with the Job Search Division of the New York State Department of Labor, or providing such notification in such manner as is consistent with existing collective bargaining contracts or agreements. The contractor agrees to document these efforts and to provide said documentation to the State upon request; and
(d) The Contractor acknowledges notice that SUNY may seek to obtain offset credits from foreign countries as a result of this contract and agrees to cooperate with SUNY in these efforts.
21. RECIPROCITY AND SANCTIONS PROVISIONS. Bidders are hereby notified that if their principal place of business is located in a country, nation, province, state or political subdivision that penalizes New York State vendors, and if the goods or services they offer will be substantially produced or performed outside New York State, the Omnibus Procurement Act of 1994 and 2000 amendments (Chapter 684 and Chapter 383, respectively) require that they be denied contracts which they would
otherwise obtain. Contact the NYS Department of Economic Development, Division for Small Business, 30 South Pearl Street, Albany, New York 12245, for a current list of jurisdictions subject to this provision.
22. COMPLIANCE WITH NEW YORK STATE INFORMATION SECURITY BREACH AND NOTIFICATION ACT. Contractor shall comply with the provisions of the New York State Information Security Breach and Notification Act (General Business Law Section 899-aa; State Technology Law Section 208).
23. COMPLIANCE WITH CONSULTANT DISCLOSURE LAW If this is a contract for consulting services, defined for purposes of this requirement to include analysis, evaluation, research, training, data processing, computer programming, engineering, environmental health and mental health services, accounting, auditing, paralegal, legal or similar services, then in accordance with Section 163(4-g) of the State Finance Law, the Contractor shall timely, accurately and properly comply with the requirement to submit an annual employment report for the contract to SUNY, the Department of Civil Service and the State Comptroller.
24. PURCHASES OF APPAREL AND SPORTS EQUIPMENT. In accordance with State Finance Law Section 165(7), SUNY may determine that a bidder on a contract for the purchase of apparel or sports equipment is not a responsible bidder as defined in State Finance Law Section 163 based on (a) the labor standards applicable to the manufacture of the apparel or sports equipment, including employee compensation, working conditions, employee rights to form unions and the use of child labor; or (b) bidder’s failure to provide information sufficient for SUNY to determine the labor conditions applicable to the manufacture of the apparel or sports equipment.
25. PROCUREMENT LOBBYING. To the extent this agreement is a “procurement contract” as defined by State Finance Law Sections 139-j and 139-k, by signing this agreement the contractor certifies and affirms that all disclosures made in accordance with State Finance Law Sections 139-j and 139-k are complete, true and accurate. In the event such certification is found to be intentionally false or intentionally incomplete, the State may terminate the agreement by providing written notification to the Contractor in accordance with the terms of the agreement.
26. CERTIFICATION OF REGISTRATION TO COLLECT SALES AND COMPENSATING USE TAX BY CERTAIN STATE CONTRACTORS, AFFILIATES AND SUBCONTRACTORS. To the extent this agreement is a contract as defined by Tax
Law Section 5-a, if the Contractor fails to make the certification required by Tax Law Section 5-a or if during the term of the contract, the Department of Taxation and Finance or SUNY discovers that the certification, made under penalty of perjury, is false, then such failure to file or false certification shall be a material breach of this contract and this contract may be terminated, by providing written notification to the Contractor in accordance with the terms of the agreement, if SUNY determines that such action is in the best interests of the State. 27. IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive Bidders/Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: http://www.ogs.ny.gov/about/regs/docs/ListofEntities.pdf Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this Contract, it must provide the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee of this Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the State. During the term of the Contract, should the state agency receive information that a person (as defined in State Finance Law §165-a) is in violation of the above-referenced certifications, the state agency will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation, then the state agency shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award.
THE FOLLOWING PROVISIONS SHALL APPLY ONLY TO THOSE CONTRACTS TO WHICH A HOSPITAL OR OTHER HEALTH SERVICE FACILITY IS A PARTY
28. Notwithstanding any other provision in this contract, the hospital or other health service facility remains responsible for insuring that any service provided pursuant to this contract complies with all pertinent provisions of Federal, state and local statutes, rules and regulations. In the foregoing sentence, the word "service" shall be construed to refer to the health care service rendered by the hospital or other health service facility.
29. (a) In accordance with the 1980 Omnibus Reconciliation Act (Public Law 96-499), Contractor hereby agrees that until the expiration of four years after the furnishing of services under this agreement, Contractor shall make available upon written request to the Secretary of Health and Human Services, or upon request, to the Comptroller General of the United States or any of their duly authorized representatives, copies of this contract, books, documents and records of the Contractor that are necessary to certify the nature and extent of the costs hereunder.
(b) If Contractor carries out any of the duties of the contract hereunder, through a subcontract having a value or cost of $10,000 or more over a twelve-month period, such subcontract shall contain a clause to the effect that, until the expiration of four years after the furnishing of such services pursuant to such subcontract, the subcontractor shall make available upon written request to the Secretary of Health and Human Services or upon request to the Comptroller General of the United States, or any of their duly authorized representatives, copies of the subcontract and books, documents and records of the subcontractor that are necessary to verify the nature and extent of the costs of such subcontract.
(c) The provisions of this section shall apply only to such contracts as are within the definition established by the Health Care Financing Administration, as may be amended or modified from time to time.
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Appendix 2 Service Terms
LinkedIn offers several different web‐based Services under a variety of subscription models. Each Service is subject to rights or restrictions stated in this Appendix 2 (“Service Terms”) that are in addition to the terms stated above. Service Terms apply to Customer to the extent the specific Service is included in an ordering document. 1. PER SEAT SUBSCRIPTION MODEL
1.1 General. For Services purchased on a per seat basis, Customer (a) will designate in writing one
Customer User for each seat it purchases; (b) will promptly provide to and maintain with LinkedIn accurate contact information for each Customer User; and (c) will not, and will not permit a Customer User to, share a Customer User’s access to the Services with any other individual. In the event a Customer User ceases employment, takes any type of leave or vacation, or transfers work function, Customer may transfer the Customer User’s seat to a different Customer User. LinkedIn reserves the right to limit the number of transfers of each seat. LinkedIn may, in its sole discretion, change, modify, upgrade or discontinue any aspect or feature of the Services in whole or in part.
1.2 Sales Navigator Service. Customer may use the Sales Navigator Service only to generate sales leads.
1.3 Recruiter Service. Customer will use the Recruiter Service and information about LinkedIn
Members only to recruit individuals to become employees and consultants of Customer or its Affiliates, or, if Customer is an approved agency, only to recruit individuals to become employees and consultants of its clients. Prior to any termination or expiration of this LSA or an ordering document, Customer is responsible for downloading any content, data or other information Customer Users uploaded into LinkedIn’s system or otherwise provided to LinkedIn while using the Services, including Customer Personal Data.
1.4 Content Service: lynda.com and Video to Brain. Customer may access the online learning library
database of content available at lynda.com. In the ordering document, Customer will designate a single administrator who will have access to the reporting and management tools. Displaying or publicly performing lynda.com content in a public setting such as a classroom or conference room without LinkedIn’s written permission constitutes an unauthorized use of the content and an infringement of LinkedIn’s intellectual property rights. The lynda.com Privacy Policy is located at http://www.lynda.com/aboutus/otl‐privacy.aspx. The Video to Brain Privacy Policy is located at https://www.video2brain.com/de/datenschutzerklaerung. Any updates to the Privacy Policies will be effective immediately upon posting to the foregoing websites.
2. PER USER SUBSCRIPTION MODEL
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2.1 Leap Service. Customer maintains a social media policy and ensures that its personnel comply
with such policy. Only Customer’s designated curator/s is/are authorized to post content to LEAP. Customer Users who are not curators may only read and forward content. Customer will ensure that it owns or has the necessary licenses, rights, consents, and permissions to the content it posts to LEAP.
3. PER MONTHLY ACTIVE CONTACTS SUBSCRIPTION MODEL 3.1 LinkedIn Lead Accelerator (“LLA”) Customer Data.
a. Customer Data License for LinkedIn. Customer grants LinkedIn, for the Subscription Term, a worldwide, non‐exclusive, non‐sub‐licensable license to i) access and download the LLA Customer Data; and ii) store, reproduce, modify and utilize the LLA Customer Data in connection with the matching and placement of Data Cookies.
b. Matching Process. LinkedIn will use commercially reasonable efforts to match the LLA
Customer Data with Data Cookies for each of the Customer Custom Segments and will tag each Targetable User with the applicable Customer Custom Segment ID/s.
c. Hashed Records. In the event that the LLA Customer Data includes Hashed Records, Customer will set up an account with a marketing automation platform partner with whom LinkedIn has integrated the LLA Service to provide such Hashed Records. LinkedIn will not attempt to decrypt or decode such Hashed Records. In the event that Customer opts‐out of the Member Co‐op, then any Hashed Records provided by Customer will only be matched against the Basic Cookie Pool. Otherwise, Customer agrees to participate in the Member Co‐Op and such Hashed Records will be matched against the Enhanced Cookie Pool.
3.2 Supplemental Functionalities; Auto‐Fill. Customer will set up an Auto Fill functionality. All data
associated with such Auto‐Fill functionality will be imported from LinkedIn public profile information. Customer will provide (a) prominent and clear notice stating that (i) the data associated with the Auto fill functionality comes solely from LinkedIn public profile information, and (ii) the purpose of collecting the Auto‐Fill data by the Customer; and (b) a link to Customers’ privacy policy.
3.3 Advertising Campaigns. In the event that Customer elects to use the LLA Service to implement
online display advertising through the LTN, then this LSA and the advertising terms more fully described in the applicable ordering document will apply.
3.4 Support. Customer agrees that LinkedIn’s support staff may login to the LLA Service under Customer’s password in order provide Customer assistance with technical or billing issues or maintain or improve service.
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3.5 Termination. Upon termination or expiration of an ordering document or this LSA, Customer will delete copies of the LinkedIn Tags from the Customer Site/s.
3.6 Self‐Regulatory Principles and ePrivacy Rules. Each party will have a posted privacy statement and enhanced notice, accessible by direct link from their respective Web sites, that reflect current, established industry standards regarding privacy, including opt‐out instructions or a direct link to an industry‐standard Web opt‐out site (e.g. a site like www.AboutAds.info). The application or landing page for each Customer campaign will contain a prominent link to Customer’s privacy policy or related cookies policy, which policies are easy to understand and which provides, at a minimum, adequate notice, disclosure and choices to Visitors regarding Customers’, its business partners’, and LinkedIn’s, use, collection, disclosure and security of their information and offers the Visitor an opportunity to opt out from such collection and use of their information whether by following opt‐out instructions on the party’s website or by accessing a direct link to an industry‐standard web opt‐out site (e.g. a site like www.AboutAds.info) in order to comply with applicable law and each of the Self‐Regulatory Principles of the Digital Advertising Alliance (“DAA”), the Code of Conduct of the Network Advertising Initiative (“NAI”) and all interpretations of such code by the NAI itself or any successor entity to the NAI, and the Principles of the European Interactive Digital Alliance (“EDAA”), as the foregoing principles and code may be amended from time to time by the DAA, NAI and EDAA, respectively. With respect to any Customer campaign, and where applicable, LinkedIn will have the right to place the Advertising Option Icon on the ad and display enhanced notice and choice in order to comply with each of the Self‐Regulatory Principles above.
3.7 Restrictions. Customer will not use the LLA Service to track or collect Personal Data of any
users. In the event that Customer intends to associate LinkedIn Data or Customer Data with the Personal Data of a Targetable User, or use any Personal Data for targeting purposes, Customer must request and receive explicit opt‐in consent from such user before doing so. Where user‐level data is collected across unaffiliated sites, Customer must not merge such data with any Personal Data or otherwise re‐identify the user without opt‐in consent. Customer will not use the LLA Service under sensitive categories including sensitive data definitions contained in the DAA Principles, the NAI code or applicable EU data protection law, as they may be revised from time to time.
3.8 Warranties. Customer represents and warrants that (a) no customer campaign will be targeted
to children under the age of thirteen or offer products or services that are illegal for minors to buy, possess or participate in; (b) prior to loading any computer program onto an individual’s computer, including programs commonly referred to as adware or spyware but excluding Cookies (provided that Cookies are disclosed in Customer’s privacy policy or cookies policy), Customer will provide notice to and will obtain the express consent of such individual; and (c) any business demographic data received by Customer will (i) only be used for customer campaigns and no other purpose, and (ii) will not be collected, stored, compiled or reverse engineered.
5 LinkedIn Confidential and Proprietary Last Updated: June 2015 v.1
3.9 WARRANTY DISCLAIMER. LINKEDIN DOES NOT WARRANT OR GUARANTEE CONVERSION RATES, RESPONSE RATES OR ABILITY TO CONVERT THE RESPONSES INTO SALES. LINKEDIN DOES NOT WARRANT OR GUARANTEE THE PROFILE OR DEMOGRAPHICS OF A RESPONDENT.
3.10 Definitions.
a. “Active Contact” means a contact associated with any Customer campaign that is activated and nurtured for any period of time.
b. “Basic Cookie Pool” means the set of Cookies that LinkedIn has matched to LinkedIn Data or Hashed Records via its third party data provider partners.
c. “Cookie” means an alphanumeric identifier that is assigned to an Internet user’s computer when such computer is in communication with a server.
d. “Customer Custom Segment” means an online targetable audience segment created by matching Customer Data to Targetable Users without using Personal Data.
e. “Customer Site(s)” means a (i) Web page or group of Web pages owned and operated by Customer or (ii) one or more online advertisements that are linked to an Customer User access point and use the applicable LinkedIn Tags for tracking purposes.
f. “Data Cookie” means a Cookie that is matched with Customer Data and placed by LinkedIn on an Internet user’s browser via the LTN, including Cookies placed through third party LTN partners.
g. “Enhanced Cookie Pool” means the Basic Cookie Pool plus the set of Cookies that LinkedIn has matched to Hashed Records via the Member Co‐op.
h. “Hashed Record” means an e‐mail address record that has been encrypted via SHA1 hash or other mutually agreeable encryption method to render such record Non‐Personal Data.
i. “LinkedIn Tag(s)” means the proprietary LinkedIn tracking code(s) provided by LinkedIn to Customer as a part of the LLA Service, along with any fixes, updates and upgrades. Customer may install the LinkedIn Tags on the Customer Site(s) or distribute via outbound e‐mails sent by Customer for the purpose of collecting Customer Data.
j. “LinkedIn Targeting Network” or “LTN” means LinkedIn’s online advertising network and includes all Web sites on which LinkedIn is permitted to distribute Online Display Advertising.
k. “LLA Customer Data” means: (i) data concerning the characteristics and activities of visitors to the Customer Site(s) that are collected through use of the LinkedIn Tags and then forwarded to and analyzed by the LLA, or (ii) any Non‐Personal Data or Hashed Records provided by Customer to LinkedIn for the purpose of creating one or more Customer Custom Segments.
l. “LLA Service” means the Services with the functionality to support audience analytics, site optimization and advertising campaign targeting, and distribution through the LTN.
m. “Member Co‐Op” means the collection of companies that have agreed to contribute Hashed Record Cookies to the Enhanced Cookie Pool.
n. “Monthly Active Contacts” means the month‐to‐date average number of Active Contacts. o. “Non‐Personal Data” means data or information that is not connected, correlated, or able
to be identified with any Personal Data (including information that is collected anonymously, is aggregated, or from which underlying information has been removed).
6 LinkedIn Confidential and Proprietary Last Updated: June 2015 v.1
p. “Targetable User” means an Internet user who has been matched to a Data Cookie for one or more Customer Custom Segments.
Appendix 3
Template Order Form
lynda.com Order Form Sales Rep Name: Click here to enter text. Représentant des Ventes / Außendienstmitarbeiter / Representante de Ventas
Quote Expiration Date: Click here to enter text.
Company Information: Informations sur la société / Firmeninformation / Información de Razón Social Organization Name: Nom De L'Organisation / Name Der Organisation / Razón Social
The State University of New York System
on behalf of Click here to enter text. Full Address: Adresse complete / vollständige Adresse/ Dirección Completa
Click here to enter text. Phone: Telephone / Telefon / No. Telefónico Click here to enter text.
Billing Contact: Contact de facturation / Rechnungskontakt / Contacto Para Facturas Billing Contact: Nom de contact de facturation / Rechnungskontakt Namen/ Nombre de Contacto Para Facturas
Click here to enter text.
Title: Titre / Titel / Cargo
Click here to enter text. Address: Adresse complete / vollständige Adresse / Dirección
Click here to enter text.
Phone: Telephone / Telefon / Teléfono
Click here to enter text. Email Address: Adresse e-mail / E-Mail-Adresse / Correo Electronico
Click here to enter text.
Purchase Order #: Número de commande / Bestellnummer / Numero de Orden de Compra
Click here to enter text.
Primary Contact: Contact principal / Hauptkontakt / Contacto Principal Name: Nom / Name / Nombre Click here to enter text. Title: Titre / Titel / Cargo Click here to enter text. Email Address: Adresse e-mail / E-Mail-Adresse / Correo Electronico
Click here to enter text. Purchasing Contact: Contact d'achat / Einkauf Kontakt / Contacto para Adquisiciones Name: Nom / Name / Nombre
Click here to enter text.
Title: Titre / Titel / Cargo
Click here to enter text.
Email: Adresse e-mail / E-Mail-Adresse / Correo Electronico
Click here to enter text.
Phone: Telephone / Telefon / Teléfono
Click here to enter text.
Service and Fee Summary: Résumé de service et montant / Dienstleistungen und Gebührenübersicht / Resumen de Servicio y Tasas: 1. Name of Master
Administrator: Nom de l'administrateur principal / Name der Hauptadministrator / Nombre de Administrador
Click here to enter text.
2. Users: (description of users authorized by Customer) Utilisateurs / Benutzer (description des utilisateurs autorisés par le Client) / Beschreibung der Nutzer durch den Kunden zugelassen / Usuarios: (descripción de usuarios autorizados por clientes)
All students, staff and faculty of The State University of New York System on behalf of Click here to enter text.
3 Maximum Number of Users: Nombre maximum d'utilisateurs / Maximale Anzahl der Benutzer / Numero maximo de usuarios autorizados:
Click here to enter text.
4. Services/Product: Services / Produits / Dienstleistungen / Produkt / Servicios / Producto:
LyndaCampus Access by Master Administrator to usage reporting showing course views, rankings
and overall usage Unlimited access to the designated following language library(s) for Customer’s
Users on a 24x7 basis
7 LinkedIn Confidential and Proprietary Last Updated: June 2015 v.1
o English
5. Subscription Commitment Term: Durée du Contrat / Laufzeit der Verpflichtung des Bezugs / Compromiso de Plazo de Suscripción:
Click here to enter text.
6. Subscription Term Dates: Dates de debut et de fin de contrat / Termine für Beginn und Ende der Auftrags
Subscription Start Date: Click here to enter text.Date de debut de contrat / Termin fur Beginn der Auftrags / Fecha de inicio de suscripción:
Subscription End Date: Click here to enter text.Date de fin de contrat / Termin fur Ende der Auftrags / Fecha de finalización de suscripción:
7. Subscription Fees & Payment Terms: Prix de souscription / Bezugspreis / Tasas de suscripción y Términos De Pago:
Fees:
Click here to enter text.
Payment Terms:
Net 30 from Date of Invoice
Overage Fee per Additional User per 12 month period:
N/A
Annual Payments: Click here to enter text./year
Click here to enter text./Total
8. Is a Purchase Order Required for Invoicing: Please enter Yes or No in this field. Click here to enter text.
If Yes, please include the Purchasing Contact information above in Billing Contact section. 9. Terms of Use:
The Services detailed in line item 4 above are provided pursuant to the LinkedIn Corporate Subscription Agreement, which can be found at http://business.linkedin.com/lcsa, subject to the Additional Terms below.
The Services to be provided under this Order Form are provided pursuant to the LinkedIn Subscription Agreement between the named campus of The State University of New York System and LinkedIn Corporation, the terms of which are attached hereto and subject to the Additional Terms below.
The Services to be provided under this Order Form are provided pursuant to the subscription agreement between lynda.com and insert Customer name here, the terms which are hereby incorporated by reference.
10. Contact: lynda.com North America Headquarters: 1 (888) 335-9632 International: +1 (805) 477-3900 Email: [email protected]
Legal Notices Attn: Legal 2029 Stierlin Court Mountain View, CA 94043 Email: [email protected]
11. Additional Terms: Customer will ensure that Customer Users comply with the privacy policy, asamended from time to time in accordance with its terms, attached and currentlyavailable at http://www.lynda.com/aboutus/otl-privacy.aspx.
Add-on orders, to each individual campus, must end co-terminous with the originalorder for that same campus.
Future renewal orders will be at list price at time of purchase. Displaying or publicly performing lynda.com content in a public setting such as a
classroom or conference room without express written permission constitutes anunauthorized use of the content and an infringement of lynda’s intellectual propertyrights.
lynda may, in its sole discretion, change, modify, upgrade or discontinue any aspector feature of the services in whole or in part, including, without limitation, thecontent. Such changes, upgrades, modification, additions or deletions will beeffective immediately.
Please allow up to 3 business days for account provisioning. For lynda K-12 customers: Customer represents and warrants that it will not allow a
child under the age of 13 to use the Services unless Customer has obtained expresswritten permission from the child’s parent or legal guardian. If requested, Customershall provide documentation of such permission.
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LINKEDIN CORPORATION Customer: The State University of New York System on behalf of Click here to enter text.
Signature:
Print Name:
Title:
Date:
Signature:
Print Name:
Title:
Date:
9 LinkedIn Confidential and Proprietary Last Updated: June 2015 v.1
Appendix 4 LyndaCampus Pricing
1. lyndaCampus Pricing
Prices below reflect the inclusion of the following services fees waived:
- Implementation Professional Services - Client Success Manager
SUNY System Pricing Table
A full lyndaCampus provides lynda.com access for an entire school’s FTE: all students, staff, and faculty. Pricing below is discounted off of standard 2015 pricing.
Product name Subscription Term Per FTE
Price
Year 1:
lyndaCampus Subscription
July 1, 2015
to June 30, 2016
$3.61
Year 2:
lyndaCampus Subscription
July 1, 2016
to June 30, 2017
$3.79
Year 3:
lyndaCampus
Subscription
July 1, 2017
to June 30, 2018
$3.98
10 LinkedIn Confidential and Proprietary Last Updated: June 2015 v.1
Appendix 5 User Agreement
Found at: https://www.linkedin.com/legal/user‐agreement
User Agreement Welcome, and thanks for using LinkedIn.com, SlideShare.net, Pulse and/or other LinkedIn services and apps! When you use our products and services, you're agreeing to our terms, so please take a few minutes to read over the User Agreement below.
Note: You are entering into a legally binding agreement.
1. Introduction
Last revised on October 23, 2014
We are a social network and online platform for professionals.
1.1. Purpose
Our mission is to connect the world's professionals to allow them to be more productive and successful. Our services are designed to promote economic opportunity for our members by enabling you and millions of other professionals to meet, exchange ideas, learn, and find opportunities or employees, work, and make decisions in a network of trusted relationships.
1.2. Agreement
When you use our Services (including Slideshare and Pulse), you are entering into a legal agreement and you agree to all of these terms.
You also agree to our Privacy Policy, which covers how we collect, use, share, and store your personal information.
You agree that by clicking “Join Now” “Join LinkedIn”, “Sign Up” or similar, registering, accessing or using our services (including LinkedIn, SlideShare, Pulse, our related mobile apps, developer platforms, premium services, or any content or information provided as part of these services, collectively, “Services”), you are entering into a legally binding agreement (even if you are using our Services on behalf of a company). If you reside in the United States, your agreement is with LinkedIn Corporation and if you reside outside of the United States, your agreement is with LinkedIn Ireland (each, “LinkedIn” or “we”).
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This “Agreement” includes this User Agreement and the Privacy Policy, and other terms that will be displayed to you at the time you first use certain features (such as starting a “Group,” downloading one of our software applications or purchasing advertisements or InMails™), as may be amended by LinkedIn from time to time. If you do not agree to this Agreement, do NOT click “Join Now” (or similar) and do not access or otherwise use any of our Services.
Registered users of our Services are “Members” and unregistered users are “Visitors”. This Agreement applies to both.
2. Obligations
2.1. Service Eligibility
Here are some promises you make to us in this Agreement:
You're eligible to enter into this Agreement and you are at least our “Minimum Age.”
To use the Services, you agree that: (1) you must be the “Minimum Age” (defined below) or older; (2) you will only have one LinkedIn account (and/or one SlideShare or Pulse account, if applicable), which must be in your real name; and (3) you are not already restricted by LinkedIn from using the Services.
“Minimum Age” means (a) 18 years old for the People's Republic of China, (b) 16 years old for the Netherlands, (c) 14 years old for the United States, Canada, Germany, Spain, Australia and South Korea, and (d) 13 years old for all other countries. However, if law requires that you must be older in order for LinkedIn to lawfully provide the Services to you (including the collection, storage and use of your information) then the Minimum Age is such older age. The Services are not for use by anyone under the age of 13.
2.2. Your Membership
You'll keep your password a secret.
You will not share an account with anyone else and will follow our rules and the law.
As between you and others, your account belongs to you. You agree to: (1) try to choose a strong and secure password; (2) keep your password secure and confidential; (3) not transfer any part of your account (e.g., connections, groups) and (4) follow the law and the Dos and Don'ts below. You are responsible for anything that happens through your account unless you close it or report misuse.
Note that for Premium Services purchased by another party for you to use (e.g. Recruiter seat bought by your employer), the party paying for the Premium Service controls such an account (which is different from your personal account) and may terminate your access to it.
2.3 Payment
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You'll honor your payment obligations and you are okay with us storing your payment information. Also, there may be fees and taxes that are added to our prices.
We don't guarantee refunds.
If you purchase any of our paid Services (“Premium Services”), you agree to pay us the applicable fees and taxes. Failure to pay these fees may result in the termination of your subscription. Also:
Your purchase may be subject to foreign exchange fees or differences in prices based onlocation (e.g. exchange rates).
You authorize us to store and continue billing your payment method (e.g. credit card) evenafter it has expired, to avoid interruptions in your service (e.g. subscriptions) and to facilitateeasy payment for new services.
You must pay us for applicable fees and taxes unless you cancel the Premium Service, inwhich case you agree to still pay these fees through the end of the applicable subscriptionperiod. Learn how to cancel or change your Premium Services and read about LinkedIn'srefund policy.
Taxes are calculated based on the billing information that you provide us at the time ofpurchase.
For LinkedIn, you can get a copy of your invoice through your account settings under “Purchase History” for SlideShare you can request your invoice through Customer Support.
2.4. Notices and Service Messages
You're okay with us using our websites, mobile apps, and email to provide you with important notices. This Agreement applies to mobile applications as well. Also, you agree certain additional information can be shared with us.
If the contact information you provide isn't up to date, you may miss out on these notices.
You agree that we may provide notices to you in the following ways: (1) a banner notice on the Service, or (2) an email sent to an address you provided, or (3) through other means including mobile number, telephone, or mail. You agree to keep your contact information up to date.
Please review your LinkedIn.com and Slideshare.net settings to control and limit what kind of messages you receive from us.
2.5. Messages and Sharing
When you share information, others can see, copy and use that information.
Our Services allow messaging and sharing of information in many ways, such as your profile, slide deck, links to news articles, job postings, InMails and blogs. Information and content that you share or post may be seen by other Members or, if public, by Visitors. Where we have made settings available, we will honor the choices you make about who can see content or information (e.g., sharing to a group instead of your network, changing the default setting for SlideShare content from
13 LinkedIn Confidential and Proprietary Last Updated: June 2015 v.1
public to a more restricted view, limiting your profile visibility, or not letting people know when you change your profile, make recommendations or follow companies). Note that other activities, such as applying for a job or sending an InMail, are by default private, only visible to the addressee(s).
We are not obligated to publish any information or content on our Service and can remove it in our sole discretion, with or without notice.
3. Rights and Limits
3.1. Your License to LinkedIn
You own all of the content, feedback, and personal information you provide to us, but you also grant us a non-exclusive license to it.
We'll honor the choices you make about who gets to see your information and content.
You promise to only provide information and content that you have the right to share, and that your LinkedIn profile will be truthful.
As between you and LinkedIn, you own the content and information that you submit or post to the Services and you are only granting LinkedIn the following non-exclusive license: A worldwide, transferable and sublicensable right to use, copy, modify, distribute, publish, and process, information and content that you provide through our Services, without any further consent, notice and/or compensation to you or others. These rights are limited in the following ways:
1. You can end this license for specific content by deleting such content from the Services, orgenerally by closing your account, except (a) to the extent you shared it with others as part ofthe Service and they copied or stored it and (b) for the reasonable time it takes to remove frombackup and other systems.
2. We will not include your content in advertisements for the products and services of others(including sponsored content) to others without your separate consent. However, we have theright, without compensation to you or others, to serve ads near your content and information,and your comments on sponsored content may be visible as noted in the Privacy Policy.
3. We will get your consent if we want to give others the right to publish your posts beyond theService. However, other Members and/or Visitors may access and share your content andinformation, consistent with your settings and degree of connection with them.
4. While we may edit and make formatting changes to your content (such as translating it,modifying the size, layout or file type or removing metadata), we will not modify the meaningof your expression.
5. Because you own your content and information and we only have non-exclusive rights to it,you may choose to make it available to others, including under the terms of a CreativeCommons license.
You agree that we may access, store and use any information that you provide in accordance with the terms of the Privacy Policy and your privacy settings.
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By submitting suggestions or other feedback regarding our Services to LinkedIn, you agree that LinkedIn can use and share (but does not have to) such feedback for any purpose without compensation to you.
You agree to only provide content or information if that does not violate the law nor anyone's rights (e.g., without violating any intellectual property rights or breaching a contract). You also agree that your profile information will be truthful. LinkedIn may be required by law to remove certain information or content in certain countries.
3.2. Service Availability
We may change or discontinue any of our Services. We can't promise to store or keep showing any information and content you've posted.
We may change, suspend or end any Service, or change and modify prices prospectively in our discretion. To the extent allowed under law, these changes may be effective upon notice provided to you.
LinkedIn is not a storage service. You agree that we have no obligation to store, maintain or provide you a copy of any content or information that you or others provide, except to the extent required by applicable law and as noted in Section 3.1 of our Privacy Policy
3.3. Other Content, Sites and apps
When you see or use others' content and information posted on our Services, it's at your own risk.
Third parties may offer their own products and services through LinkedIn, and we aren't responsible for those third-party activities.
By using the Services, you may encounter content or information that might be inaccurate, incomplete, delayed, misleading, illegal, offensive or otherwise harmful. LinkedIn generally does not review content provided by our Members. You agree that we are not responsible for third parties' (including other Members') content or information or for any damages as result of your use of or reliance on it.
You are responsible for deciding if you want to access or use third party apps or sites that link from our Services. If you allow a third party app or site to authenticate you or connect with your LinkedIn account, that app or site can access information on LinkedIn related to you and your connections. Third party apps and sites have their own legal terms and privacy policies, and you may be giving others permission to use your information in ways we would not. Except to the limited extent it may be required by applicable law, LinkedIn is not responsible for these other sites and apps -- use these at your own risk. Please see Sections 2.6 and 2.7 of the Privacy Policy.
3.4. Limits
We have the right to limit how you connect and interact on our Services.
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We're providing you notice about our intellectual property rights.
LinkedIn reserves the right to limit your use of the Services, including the number of your connections and your ability to contact other Members. LinkedIn reserves the right to restrict, suspend, or terminate your account if LinkedIn believes that you may be in breach of this Agreement or law or are misusing the Services (e.g. violating any Do and Don'ts).
LinkedIn reserves all of its intellectual property rights in the Services. For example, LinkedIn, SlideShare, LinkedIn (stylized), the SlideShare and “in” logos and other LinkedIn trademarks, service marks, graphics, and logos used in connection with LinkedIn are trademarks or registered trademarks of LinkedIn. Other trademarks and logos used in connection with the Services may be the trademarks of their respective owners.
4. Disclaimer and Limit of Liability
4.1. No Warranty
This is our disclaimer of legal liability for the quality, safety, or reliability of our Services.
TO THE EXTENT ALLOWED UNDER LAW, LINKEDIN (AND THOSE THAT LINKEDIN WORKS WITH TO PROVIDE THE SERVICES) (A) DISCLAIM ALL IMPLIED WARRANTIES AND REPRESENTATIONS (E.G. WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF DATA, AND NONINFRINGEMENT); (B) DO NOT GUARANTEE THAT THE SERVICES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS, AND (C) PROVIDE THE SERVICE (INCLUDING CONTENT AND INFORMATION) ON AN “AS IS” AND “AS AVAILABLE” BASIS.
SOME LAWS DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OR ALL OF THESE DISCLAIMERS MAY NOT APPLY TO YOU.
4.2. Exclusion of Liability
These are the limits of legal liability we may have to you.
TO THE EXTENT PERMITTED UNDER LAW (AND UNLESS LINKEDIN HAS ENTERED INTO A SEPARATE WRITTEN AGREEMENT THAT SUPERSEDES THIS AGREEMENT), LINKEDIN (AND THOSE THAT LINKEDIN WORKS WITH TO PROVIDE THE SERVICES) SHALL NOT BE LIABLE TO YOU OR OTHERS FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF DATA, OPPORTUNITIES, REPUTATION, PROFITS OR REVENUES, RELATED TO THE SERVICES (E.G. OFFENSIVE OR DEFAMATORY STATEMENTS, DOWN TIME OR LOSS, USE OR CHANGES TO YOUR INFORMATION OR CONTENT).
IN NO EVENT SHALL THE LIABILITY OF LINKEDIN (AND THOSE THAT LINKEDIN WORKS WITH TO PROVIDE THE SERVICES) EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, AN AMOUNT THAT IS THE LESSER OF (A) FIVE TIMES THE MOST RECENT
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MONTHLY OR YEARLY FEE THAT YOU PAID FOR A PREMIUM SERVICE, IF ANY, OR (B) US $1000.
THIS LIMITATION OF LIABILITY IS PART OF THE BASIS OF THE BARGAIN BETWEEN YOU AND LINKEDIN AND SHALL APPLY TO ALL CLAIMS OF LIABILITY (E.G. WARRANTY, TORT, NEGLIGENCE, CONTRACT, LAW) AND EVEN IF LINKEDIN HAS BEEN TOLD OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF THESE REMEDIES FAIL THEIR ESSENTIAL PURPOSE.
SOME LAWS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY, SO THESE LIMITS MAY NOT APPLY TO YOU.
5. Termination
We can each end this Agreement anytime we want.
LinkedIn or You may terminate this Agreement at any time with notice to the other. On termination, you lose the right to access or use the Services. The following shall survive termination:
Our rights to use and disclose your feedback; Members' and/or Visitors' rights to further re-share content and information you shared
through the Service to the extent copied or re-shared prior to termination; Sections 4, 6 and 7 of this Agreement; Any amounts owed by either party prior to termination remain owed after termination.
You can visit our Help Center to learn how to close your LinkedIn account, close your Pulse account, or close your Slideshare account.
6. Dispute Resolution
In the unlikely event we end up in a legal dispute, it will take place in California courts, applying California law.
You agree that the laws of the State of California, U.S.A., excluding its conflict of laws rules, shall exclusively govern any dispute relating to this Agreement and/or the Services. We both agree that all of these claims can only be litigated in the federal or state courts of Santa Clara County, California, USA, and we each agree to personal jurisdiction in those courts.
7. General Terms
Here are some important details about how to read the Agreement.
If a court with authority over this Agreement finds any part of it not enforceable, you and us agree that the court should modify the terms to make that part enforceable while still achieving its intent. If the court cannot do that, you and us agree to ask the court to remove that unenforceable part and still enforce the rest of this Agreement. To the extent allowed by law, the English version of this
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Agreement is binding and other translations are for convenience only. This Agreement (including additional terms that may be provided by us when you engage with a feature of the Services) is the only agreement between us regarding the Services and supersedes all prior agreements for the Services.
If we don't act to enforce a breach of this Agreement, that does not mean that LinkedIn has waived its right to enforce this Agreement. You may not assign or transfer this Agreement (or your membership or use of Services) to anyone without our consent. However, you agree that LinkedIn may assign this Agreement to its affiliates or a party that buys it without your consent. There are no third party beneficiaries to this Agreement.
We reserve the right to change the terms of this Agreement and will provide you notice if we do and we agree that changes cannot be retroactive. If you don't agree to these changes, you must stop using the Services.
You agree that the only way to provide us legal notice is at the addresses provided in Section 10.
8. LinkedIn “DOs” and “DON’Ts.”
8.1. Dos. You agree that you will:
Comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, anti-spam laws, export control laws, tax laws, and regulatory requirements;
Provide accurate information to us and keep it updated; Use your real name on your profile; Use the Services in a professional manner.
8.2. Don'ts. You agree that you will not:
Act dishonestly or unprofessionally, including by posting inappropriate, inaccurate, or objectionable content;
Add content that is not intended for, or inaccurate for, a designated field (e.g. submitting a telephone number in the “title” or any other field, or including telephone numbers, email addresses, street addresses or any personally identifiable information for which there is not a field provided by LinkedIn);
Use an image that is not your likeness or a head-shot photo for your profile; Create a false identity on LinkedIn; Misrepresent your current or previous positions and qualifications; Misrepresent your affiliations with a person or entity, past or present; Misrepresent your identity, including but not limited to the use of a pseudonym; Create a Member profile for anyone other than yourself (a real person); Invite people you do not know to join your network; Use or attempt to use another's account; Harass, abuse or harm another person; Send spam or other unwelcomed communications to others; Scrape or copy profiles and information of others through any means (including crawlers,
browser plugins and add-ons, and any other technology or manual work);
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Act in an unlawful, libelous, abusive, obscene, discriminatory or otherwise objectionablemanner;
Disclose information that you do not have the right to disclose (such as confidentialinformation of others (including your employer));
Violate intellectual property rights of others, including patents, trademarks, trade secrets,copyrights or other proprietary rights;
Violate the intellectual property or other rights of LinkedIn, including, without limitation,using the word “LinkedIn” or our logos in any business name, email, or URL except asprovided in the Brand Guidelines;
Use LinkedIn invitations to send messages to people who don't know you or who are unlikelyto recognize you as a known contact;
Post any unsolicited or unauthorized advertising, “junk mail,” “spam,” “chain letters,”“pyramid schemes,” or any other form of solicitation unauthorized by LinkedIn;
Send messages to distribution lists, newsgroup aliases, or group aliases; Post anything that contains software viruses, worms, or any other harmful code; Manipulate identifiers in order to disguise the origin of any message or post transmitted
through the Services; Create profiles or provide content that promotes escort services or prostitution. Creating or operate a pyramid scheme, fraud or other similar practice; Copy or use the information, content or data of others available on the Services (except as
expressly authorized); Copy or use the information, content or data on LinkedIn in connection with a competitive
service (as determined by LinkedIn); Copy, modify or create derivative works of LinkedIn, the Services or any related technology
(except as expressly authorized by LinkedIn); Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source
code for the Services or any related technology, or any part thereof; Imply or state that you are affiliated with or endorsed by LinkedIn without our express
consent (e.g., representing yourself as an accredited LinkedIn trainer); Rent, lease, loan, trade, sell/re-sell access to the Services or related any information or data; Sell, sponsor, or otherwise monetize a LinkedIn Group or any other feature of the Services,
without LinkedIn's consent; Deep-link to our Services for any purpose other than to promote your profile or a Group on
LinkedIn (as set forth in the Brand Guidelines), without LinkedIn's consent; Remove any copyright, trademark or other proprietary rights notices contained in or on our
Service; Remove, cover or obscure any advertisement included on the Services; Collect, use, copy, or transfer any information obtained from LinkedIn without the consent of
LinkedIn; Share or disclose information of others without their express consent; Use manual or automated software, devices, scripts robots, other means or processes to
access, “scrape,” “crawl” or “spider” the Services or any related data or information; Use bots or other automated methods to access the Services, add or download contacts, send
or redirect messages; Monitor the Services' availability, performance or functionality for any competitive purpose; Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the
Services;
19 LinkedIn Confidential and Proprietary Last Updated: June 2015 v.1
Access the Services except through the interfaces expressly provided by LinkedIn, such as itsmobile applications, linkedin.com and slideshare.net;
Override any security feature of the Services; Interfere with the operation of, or place an unreasonable load on, the Services (e.g., spam,
denial of service attack, viruses, gaming algorithms); and/or Violate SlideShare's Community Guidelines or, if you're a commercial user of SlideShare, the
SlideShare Commercial Terms of Service.
9. Complaints Regarding Content
We respect the intellectual property rights of others. We require that information posted by Members be accurate and not in violation of the intellectual property rights or other rights of third parties. We provide a policy and process for complaints concerning content posted by our Members.
10. How To Contact Us
If you want to send us notices or service of process, please contact us:
ONLINE at: https://help.linkedin.com/app/home
OR BY MAIL at:
For Members in the United States: LinkedIn Corporation Attn: Agreement Matters (Legal) 2029 Stierlin Court Mountain View CA 94043 USA For Members outside the United States: LinkedIn Ireland Attn: Agreement Matters (Legal) Wilton Plaza, Wilton Place, Dublin 2 Ireland
LinkedIn Corporation, Mountain View, California, USA, and LinkedIn Ireland, Dublin, Ireland, October 23, 2014