HomeMy WebLinkAbout20232084.tiff(al -k1 & 35(4
BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW
PASS -AROUND TITLE: Terms and Conditions for Carahsoft — Linkedln Learning Content
DEPARTMENT: Information Technology DATE: 8/28/2023
PERSON REQUESTING: Ryan Rose ). %
Brief description of the problem/issue:
Carahsoft Technologies (Linkedln Learning) is the new learning content provider to be integrated into
Workday. Attached are the terms and conditions — printed and already reviewed by Weld Legal.
What options exist for the Board? (include consequences, impacts, costs, etc. of options):
The board has two options:
1. Sign terms and conditions to implement Carahsoft Technologies as new vendor for Linkedln Learning
Content
2. Deny the request
Recommendation:
Information Technology recommends the BOCC approve the request.
Approve Schedule
Recommendation Work Session Other/Comments:
Perry L. Buck
Mike Freeman, Pro-Tem
Scott K. James, Chair
Xevrn R45
Lori Saine
Con A.
9/to/z3
./(//A-5
Z 23 26�S�-
Karla Ford
From:
Sent:
To:
Subject:
Yes, thank youl
Lori Saine
Weld County Commissioner, District 3
1150 0 Street
PO Box 758
Greeley CO 80632
Phone: 970-400-4205
Fax: 970-336-7233
Email: Isaine@weidgov.com
Website: www.co.weld.co.us
In God We Trust
Lori Saine
Wednesday, August 30, 2023 12:33 PM
Karla Ford
RE: Please Reply - Updated IT PA
Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for
the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise
protected from disclosure. If you have received this communication in error, please immediately notify sender by return
e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the
contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited.
From: Karla Ford <kford@weld.gov>
Sent: Wednesday, August 30, 2023 11:41 AM
To: Lori Saine <Isaine@weld.gov>
Subject: Please Reply - Updated IT PA
Importance: High
Here is the revised PA for IT with the cost. Please advise if you approve putting on the agenda. Thank you!
Karla Ford R
Office Manager, Board of Weld County Commissioners
1150 O Street, P.O. Box 758, Greeley, Colorado 80632
:: 970.336.7204 :: kford of"iweldtaov,coma: www.weldgou.com :.
**Please note my working hours are Monday -Thursday 7:00a.m.-5:00p.m.**
1
DocuSign Envelope ID: 15C36225-6F2C-49F6-875E-2E53E1C9E0CA
Linked
LINKEDIN SUBSCRIPTION AGREEMENT
This Linkedln Subscription Agreement ("LSA") serves as the framework agreement for Linkedln's subscription services
and governs any previously executed and active Order Forms (defined below) and any future Order Forms executed by
the customer identified in the applicable Order Form ("Customer") and the Linkedln company identified in that Order
Form ("Linkedln"). This LSA, the applicable Order Form(s), and any other incorporated terms, comprise the complete
understanding between the parties on the subject matter ("Agreement"). This LSA supersedes any previously executed
LSA or other master agreement(s) entered into by the parties which pertain to the Services (defined below).
This LSA is designed to address the unique concerns of a Public Sector Entity and is not applicable to private entities.
"Public Sector Entity" means any federal, state, or local government unit, agency, political subdivision or
instrumentality. If Customer is not a Public Sector Entity, then Linkedln's standard terms and conditions located at:
https://www.linkedin.com/legal/I/Isa will supersede this LSA and govern all ordering documents between the parties.
1. ORDERING
1.1. Ordering Services. Subject to credit approval by Linkedln and Customer's compliance with the Agreement, Customer
may access and use the subscription services offered via Linkedln's websites to the extent and for the term stated in the
Order Form ("Services"). "Order Form" means an ordering document or online order page for the Services. Customer
may allow its Affiliate to order Services under the terms of this LSA only if Customer informs Linkedln in writing of the
specific Affiliate authorized to do so. That authorized Affiliate will be (a) deemed a "Customer" for that order only; and
(b) jointly and severally liable with Customer for its use of the Services and compliance with the Agreement. "Affiliate"
means an entity that Controls, is Controlled by, or is under common Control with, a party. "Control" means direct or
indirect ownership of (i) more than 50% of an entity's voting interest; or (ii) the right to receive more than fifty percent
(50%) of an entity's profits.
1.2. Payment and Taxes. Customer will pay the fees for the Services in accordance with the payment terms stated in the
Order Form. Customer's purchases are non -cancelable and payment for Services is non-refundable, except as otherwise
stated in this LSA. Customer will pay or reimburse Linkedln for all federal, state, and local taxes, including sales, use,
gross receipts, VAT, levy, GST, or similar transaction taxes imposed on Customer's purchase of Services, unless Customer
provides Linkedln 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 Linkedln, including taxes
or fees measured by Linkedln's net or gross income.
1.3. Withholding Tax. If taxes are required to be withheld on payments under this Agreement in accordance with the tax
laws applicable in the country of residence of Customer, either at the time of signing or during the performance of this
Agreement, Customer shall have the right to withhold from any payment due to Linkedln such amount of money as may
be required to be withheld by the appropriate taxing authority. However, Customer shall take all measures in
accordance with prevailing legislation in Customer's country of residence and/or applicable international laws or
regulations, for the avoidance of double taxation, where applicable, to ensure a reduction of or exemption from
withholding taxes which may become payable in connection with this Agreement. If required, to avail of a reduction of
withholding tax or an exemption from withholding tax, Customer shall request any necessary documentation or forms
to be completed by Linkedln as soon as practically possible and providing Linkedln with a reasonable timeframe in line
with contractual payment terms to provide such information. Where tax is withheld from payment due to Linkedln,
Customer shall supply Linkedln with a valid withholding tax certificate and any other relevant documentation required
as soon as this is available. Any balance outstanding will remain collectible until the necessary tax
certificate/documentation is provided to Linkedln.
2. RESPONSIBILITIES
Linkedln Confidential and Proprietary
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2.1. Use of Services. Linkedln shall provide Customer access to the Services in accordance with the Agreement. Customer
will use the Services solely for its intended purpose, and as outlined in Linkedln's service -specific terms attached as
Exhibit A ("Service Terms"). Unless otherwise stated in the Agreement, only Customer -designated employees and
contractors are authorized to use the Services ("Customer User") and must be a Member when accessing Services
through linkedln.com. A "Member" is an individual who signs -up to use Linkedln's services under Linkedln's user
agreement, attached as Exhibit B, as amended by Linkedln from time to time ("User Agreement"). The terms of the User
Agreement are incorporated into this LSA. Customer will ensure that Customer Users comply with the User Agreement
when using the Service within the scope of their employment. Customer may only use the Services for Customer's
internal use. Except as otherwise provided in the ordering document, Customer may allow its Affiliates to access and
use the Services if Customer is fully liable for its Affiliates' use of the Services and compliance with the Agreement.
Notwithstanding the above, Customer may not resell, transfer access to, or otherwise monetize the Services without
Linkedln's written consent. Excluding Customer Affiliates, Customer will not provide access to the Services to any third
party. Customer will promptly and without undue delay notify Linkedln upon learning of any unauthorized use of the
Services or any other breach of security related to the Services. Customer will have access to the Customer Users'
information that it collects in connection with the Users' access to the Linkedln Services purchased by Customer.
Customer may use such information only as needed for use of the Services and as expressly permitted in this LSA.
Linkedln may communicate to Customer Users about the Services via email, regular mail, and/or postings on the
Services, including how to use the Services, customer support, integration, and compliance with the Agreement,
provided that such communications comply with the terms of the DPA (defined below).
2.2. Provision of Services. Customer is responsible for providing Linkedln with the information necessary for Linkedln to
provide the Services. Customer is solely responsible for the accuracy, quality and legality of such information. If a Service
must integrate with third -party systems or applications used by Customer (e.g., an applicant tracking system ("ATS"), a
customer relationship management system ("CRM"), or a learning management system ("LMS")), Customer is solely
responsible for the integration and related activities. Linkedln disclaims any and all liability for the use of third -party
systems or applications residing outside Linkedln's systems.
2.3. Data Protection. If Linkedln processes Personal Data (as defined in Section 1 of the DPA) on behalf of Customer pursuant
to this Agreement, then Linkedln and Customer will comply with the terms of the Linkedln Data Processing Agreement,
currently available at https://www.linkedin.com/legal/I/dpa ("DPA"), the terms of which are incorporated into this LSA.
2.4. Compliance with Laws. With respect to the parties' performance of their obligations under this Agreement, the parties
will comply with all applicable Data Protection Requirements (as defined in Section 1 of the DPA) and all international,
federal, state, provincial and local laws relating, but not limited to, (a) corruption practice, bribery, and acts contrary to
the public administration including the US Foreign Corrupt Practices Act of 1977, 15 U.S.C. h 78dd-1, et
seq.; (b) discrimination against employees or job applicants based on race, color, religion, sex, sexual orientation, gender
identity, national origin, veteran status or disability; and (c) the import or export of the Services, including but not limited
to trade laws such as the U.S. Export Administration Regulations and International Traffic in Arms Regulations, and
sanctions regulations administered by the U.S. Office of Foreign Assets Control ("Trade Laws"). Linkedln is enrolled in
the U.S. Department of Homeland Security's E -Verify program regarding the immigration and employment eligibility of
newly hired employees. With respect to Linkedln's provision of Services under this Agreement, Linkedln will comply
with the terms of its Code of Business Conduct, the current version of which is available at
https://legal.linkedin.com/documents/Linked) n -Code -of -Business -Conduct.
2.5. Scope of Linkedln's Services under the CCPA. For purposes of the California Consumer Privacy Act, as amended by the
California Privacy Rights Act, and other applicable laws, Linkedln does not sell Personal Data to customers. Customers
have access to the same Personal Data that is available to Linkedln members on the Linkedln platform, except when
Linkedln members (i) direct Linkedln to transfer additional information to customers or (ii) use Linkedln's Services to
directly communicate with Linkedln's customers.
3. CONFIDENTIAL INFORMATION
Linkedln Confidential and Proprietary 2
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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 the 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, non-public Personal Data, etc.).
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. For Customers located in the United States, Linkedln acknowledges that Customer is
subject to certain mandatory disclosure requirements under applicable federal and state freedom of information laws,
including the Freedom of Information Act, 5 U.S.C. § 552, et seq., as amended. For all other Customers, Linkedln
acknowledges that Customer is subject to certain mandatory disclosure requirements under applicable freedom of
information laws in Customer's home jurisdiction. Customer acknowledges that certain information provided by Linkedln
during the performance of this Agreement may contain trade secrets and confidential commercial or financial information
exempt from the mandatory disclosure requirements under applicable freedom of information laws.
3.2 Limited Use and Non -Disclosure. Recipient will (a) use Confidential Information only for the purposes of furthering the
business relationship between the parties; (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 (1) to Affiliates or employees, students, 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 or (2) as required by law;
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. As between the parties, Customer retains all
ownership rights in and to Customer Personal Data (as defined in Section 1 of the DPA). Customer is not obligated to
provide Linkedln 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 Linkedln, Linkedln may use and
modify it without any restriction or payment.
5. TERM AND TERMINATION
5.1. Term. This LSA is effective on the date the first Order Form is executed by Customer and Linkedln ("Effective Date") and
remains in effect until terminated.
5.2. Termination and Suspension. Either party may terminate this LSA or an Order Form if the other party materially
breaches the Agreement and fails to cure the breach within 30 days after receiving notice of the breach. Either party
may terminate this Agreement immediately upon notice if the other party (i) files a voluntary petition for bankruptcy or
a petition or answer seeking reorganization; (ii) has filed against it an involuntary petition for bankruptcy that has not
been dismissed within sixty (60) days of the date of filing; (iii) makes an assignment for the benefit of creditors; or (iv)
applies for or consents to the appointment of a receiver, trustee or liquidator for substantially all of its assets or such a
receiver, trustee or liquidator is appointed for the other party. Upon providing advance written notice to Customer,
Linkedln may suspend Customer's access to the Services if Customer is in breach of the Agreement and the suspension
will continue for as long as reasonably necessary for Customer to remedy the breach. Any such suspension will not
relieve Customer from its obligation to pay Linkedln in respect of the Services. If all Order Forms 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.
5.3. Effect of Termination. Termination of this LSA or an Order Form will not relieve Customer from its obligation to pay
Linkedln any fees stated in an Order Form, excluding termination by Customer for Linkedln's uncured material breach
of this LSA. If Customer terminates this LSA or an Order Form because of Linkedln's uncured material breach, Linkedln
will refund a pro -rata share of any pre -paid fees under the applicable Order Form. Customer will notify Customer Users
Linkedln Confidential and Proprietary 3
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that their access to the applicable Services has terminated and Linkedln may remove or discard all content that
Customer uploaded or otherwise made available to Linkedln in accordance with Linkedln's DPA and policies.
Termination of an Order Form does not terminate this LSA; however, termination of this LSA will result in the immediate
termination of all Order Forms. The provisions of this LSA that by their nature extend beyond the termination of this
LSA will survive termination.
6. LIMITED WARRANTY; DISCLAIMER. Linkedln warrants that (i) it has the necessary rights to provide the Services to Customer;
and (ii) the Services do not and will not infringe the intellectual property rights of a third party. Customer's sole remedy and
Linkedln's sole liability for a breach of the foregoing warranties is Linkedln's liability under Section 7.1(a). Except for the
warranties stated in this Section 6, Linkedln makes no representation or warranty about the Services, including any
representation that the Services will be uninterrupted or error -free. To the fullest extent permitted under applicable law,
Linkedln disclaims any implied or statutory warranty, including any implied warranty of title, merchantability or fitness for a
particular purpose.
7. LIABILITY
7.1. Linkedln Liability. Linkedln will be responsible for any damages resulting from (a) the negligent acts or omissions of Linkedln,
its employees, or agents; and (b) the Services' infringement of a third party's intellectual property right.
7.2. Customer Liability. To the extent legally liable and permitted by law, Customer will be responsible for any damages resulting
from (a) the negligent acts or omissions of Customer, its Customer Users, or agents; (b) claims made or brought against
Linkedln by a third party alleging that (i) the Customer Personal Data or Linkedln's transmission or hosting of the Customer
Personal Data infringes or violates the rights of the third party; or (ii) Customer's use of the Services in violation of the
Agreement infringes or violates the rights of the third party; or (c) Customer's failure to comply with applicable laws, rules
or regulations in its performance under the Agreement.
8. LIMITATION OF LIABILITY
8.1 Damages Waiver. Subject to Section 8.3, 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. Linkedln disclaims liability for any
Personal Data Breach (as defined in the DPA), provided that Linkedln will be liable for Personal Data Breaches that result
from Linkedln's negligence, intentional misconduct, or material failure to comply with the terms of the DPA.
8.2 Liability Cap. Subject to Section 8.3, neither party, including its respective Affiliates, will be liable to the other in
connection with the Agreement for an amount that exceeds the total fees paid or payable to Linkedln during the term
of the applicable Order Form(s).
8.3 Exclusions. The limitations of liability stated in sections 8.1 and 8.2 do not apply to: (a) a party's confidentiality
obligations; (b) a party's liability for fraud, gross negligence or intentional misconduct; (c) a party's liability for death or
personal injury; (d) a party's violation of the other party's intellectual property rights; or (e) any Personal Data Breaches
that result from Linkedln's negligence, intentional misconduct, or material failure to comply with the terms of the DPA.
8.4 Sovereign Immunity. The parties recognize that Customer is a Public Sector Entity, and nothing in this LSA is intended
to waive or diminish Customer's rights under principles of Sovereign Immunity, as established by law.
9. INSURANCE COVERAGE. During the term of this Agreement, Linkedln will maintain commercially reasonable insurance
coverage as required by law in connection with its performance under the Agreement. A copy of Linkedln's certificate
of insurance is currently available at https://legal.linkedin.com/content/dam/legal/Evidence-of-Insurance---Linkedln-
Corp.pdf.
10. DISPUTE RESOLUTION. The Agreement is governed by the laws of Customer's home jurisdiction. The prevailing party
may seek to recover its legal fees and costs.
11. MISCELLANEOUS
Linkedln Confidential and Proprietary
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11.1. Validity. If a conflict exists between any of the terms in the Agreement, then the Order Form will govern, followed by
the DPA, this LSA, the Service Terms, and finally the User Agreement. Neither party relies on any undertaking, promise,
assurance, statement, representation, warranty or understanding of any person relating to the subject matter of the
Agreement, other than as stated in the Agreement.
11.2. Notice. Notices will be provided in writing to the email address and/or physical address of the other party stated on the
Order Form, unless otherwise stated in the Agreement. Notices are effective on the date of delivery.
11.3. No Partnership. 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.
11.4. Assignment. Except as otherwise provided in the Order Form, either party may assign this Agreement to an Affiliate or
a successor -in -interest that is not a competitor of the non -assigning party, made in connection with (i) the sale of all or
substantially all of the assigning party's assets; (ii) any change in the ownership of more than 50% of the assigning party's
voting capital stock in one or more related transactions; or (iii) the assigning party's merger with or acquisition by such
successor -in -interest, provided that the relevant parties enter into a written agreement to do so. Except for the
assignments set forth in the foregoing sentence, neither party will assign the Agreement in whole or in part without the
other party's prior written consent (which consent will not be unreasonably denied, delayed or conditioned). Any
attempted assignment in violation of this restriction is void. The Agreement shall bind and inure to the benefit of the
parties, their respective successors and permitted assigns.
11.5. Agencies. Customer will provide Linkedln written notification if Customer is purchasing Services through a Linkedln approved
agency. If Customer is an approved agency binding a client under this LSA, Customer (a) represents and warrants that it has
the authority to bind the client under this LSA; (b) will notify Linkedln 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 of Customer's obligations under the
Agreement.
11.6. Languages. If the Agreement is translated into a language other than English, the translation is for convenience only,
and the English language version will govern.
11.7. Marketing. Except as necessary to provide the Services to Customer, Linkedln will not name Customer as a customer of
Linkedln's in its marketing and promotional materials without obtaining Customer's prior consent.
11.8. Monitoring. Linkedln may remotely monitor Customer's use of the Services to ensure compliance with the Agreement,
provided that Linkedln will not access Customer's network, systems or devices in connection with such monitoring.
11.9. severability. If any provision of the Agreement is unenforceable, that provision will be modified to render it enforceable
to the extent possible to give effect to the parties' intentions and the remaining provisions will not be affected.
11.10. Amendment. The parties may amend the Agreement only in a written amendment signed by both parties, except for (i)
the User Agreement and Service Terms, which may be modified in accordance with their terms, and (ii) the DPA, which
may be updated from time to time. With respect to the DPA, Linkedln will provide at least 30 days' prior written notice
of a material change, unless such change results from a change in applicable laws or regulations. Upon such notice,
which shall be given in accordance with the notice provisions in this Section 11, Customer's continued use of the Services
after the date the change becomes effective will constitute Customer's acceptance, and the updated version of the DPA
shall supersede and replace all earlier versions.
11.11. Counterparts. If this LSA will be executed then it can be executed electronically and in counterparts, each of which is
deemed to be an original and together comprise a single document. Each party represents and warrants that the
individual binding a party under this LSA is authorized to do so. If you are an individual accepting these terms on behalf
of an entity, you represent that you have the legal authority to enter into this Agreement on that entity's behalf. Linkedln
Linkedln Confidential and Proprietary
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reserves the right to treat that entity as the owner of the Services for purposes of this Agreement (this includes treating
the entity as the owner of the enterprise data related to the Services).
IN WITNESS WHEREOF, the parties hereto have signed this Agreement this day of
2023.
LINKEDIN CORPORATION
(CONT 3&A17BAt546E
By: [DocuSIgned By. Hanh V
Name: Hanh vo
Title: v. P. , Legal
ATTEST: --x"44) jell;"`
Weld County Clerk to the : .and
Linkedln Confidential and Proprietary
Last Updated: August 4, 2023
Date: 27 August 2023
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
SEP 0 6 2023
Conga No. 00218543.0
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Linked
Exhibit A
SERVICE TERMS
The following Service Terms apply to Customer to the extent the specific Service is included in the applicable ordering document.
Linkedln may update these Service Terms from time to time. Linkedln reserves the right to upgrade, update or discontinue any
aspect or feature of a Service in whole or in part; provided, however, that if Linkedln discontinues a Service in whole during the
term of an ordering document, then Linkedln will provide Customer with an alternative or replacement service.
1. TALENT SERVICES
1.1. Recruiter Corporate
Customer will use the Recruiter Corporate Service (and related services) and information about Members only to recruit individuals
to become employees and consultants of Customer or its Affiliates, or, if Customer is acting as a Staffing Agency or BPO, only to
recruit individuals to become employees and consultants of its clients. "Staffing Agency" means a Customer that uses the Services
to recruit on behalf of a third -party client using Customer's own name and/or logo, including without limitation, staffing agencies,
executive search firms, and direct hire firms. "BPO" means a business process outsourcer Customer that recruits on behalf of a
client using the client's name and/or logo, including without limitation, recruitment process outsourcers, managed service
providers, and clinical research outsourcers. Customer will inform Linkedln of its Staffing Agency or BPO classification with a client
before purchasing the Recruiter Corporate Service, and Agency will promptly inform Linkedln of any change in classification.
Staffing Agency purchases of Recruiter Corporate seats are governed by the master subscription agreement between Linkedln and
Staffing Agency. BPO purchases of Recruiter Corporate seats are governed by the master subscription agreement between Linkedln
and the GPO's client. Customer's breach of this Section will be deemed a material breach of the Agreement.
1.2. Recruiter Professional
All capitalized terms in this section shall have the meaning assigned to them in these Service Terms and/or the LSA. Customer will
use the Recruiter Professional Service and related services ("RPS") and information about Members only to (i) recruit individuals
to become employees and consultants of its clients and (ii) for Customer's internal recruitment purposes, provided that only
Staffing Agencies may use RPS. Customer will not, and will not permit Customers Users to, use RPS to recruit on behalf of a client
using the client's name and/or logo, including (without limitation) through the use of the client's name and/or logo in Customer
Users' Linkedln.com profiles, Job Postings and/or Linkedln InMails. Customer will inform Linkedln of its Staffing Agency
classification with a client before purchasing RPS, and Staffing Agency will promptly inform Linkedln of any change in classification.
Customer's breach of this Section will be deemed a material breach of the Agreement.
1.3. Recruiter Lite
Customer will use the Recruiter Lite Service (and related services) and information about Members only to recruit individuals to
become employees and consultants of Customer or its Affiliates, or, if Customer is a Staffing Agency, only to recruit individuals to
become employees and consultants of its clients. BPOs are prohibited from using the Recruiter Lite Service. Excluding BPOs,
Customer's and its Affiliates' employees and contractors are limited to a cumulative total of 20 Recruiter Lite seats. Customer's
breach of this Section will be deemed a material breach of the Agreement.
1.4. Additional Terms for Recruiter
Recruiter seats may be reassigned in accordance with the terms set forth on the Recruiter Help Portal. Customer will not share any
information regarding a Linkedln Member's Open to Opportunities status with that Member's current employer. Customer will
ensure that its Customer Users use the Recruiter InMail feature in accordance with Linkedln's Recruiter InMail Policy. Customer's
breach of this Section will be deemed a material breach of the Agreement.
1.5. Job Postings and Job Slots
All Postings must comply with the Linkedln Jobs Policies as well as all applicable laws. We periodically update our policies; Customer
acknowledges and agrees that Linkedln may update and change its policies at any time without notice. Job Postings and Job Slots
Services (collectively, "Jobs Services") are designed to help Customer reach quality candidates for job opportunities. Job Postings
posted under available Job Slots will expire upon the expiration/termination of the ordering document. The Jobs Services allow
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Customer's postings to be served on properties (e.g., websites and mobile applications) of Linkedln and enabled third parties.
Customer is responsible for (i) all postings and content through the Jobs Services or otherwise to Linkedln, including but not limited
to the job descriptions, creatives, trademarks, images, URLs and pixels that comprise the postings or content therefor (collectively,
"Postings"); and (ii) all content and property to which Postings may direct viewers, as well as redirects ("Destinations"). Customer
may not resell or transfer access to the Jobs Services to any other party. Each Posting must be for 1 job opportunity; it is not
permitted for a Posting to solicit applications for more than one position. Customer will not copy, duplicate, replicate, scrape or
otherwise reproduce jobs from a hiring company's website and upload them to Linkedln as Postings without the hiring company's
prior knowledge and authorization. Where a hiring company informs Linkedln that Customer has done so without its prior
knowledge and authorization, Linkedln reserves the right to remove such Postings immediately and without prior notice to
Customer. In order to post a job for a position at a third -party entity, Customer must have an active contract in place with the
third -party entity providing active recruiting services beyond job posting for the applicable position. To resolve disputes and ensure
compliance with our policies, Linkedln may request additional information to verify the contractual relationship and permission to
post jobs for third parties. Customer agrees that it will not, and will not enable or authorize any third party, by virtue of the Postings,
Destinations, or use of the Jobs Services, to:
Provide identifiable candidate resume or application data to any other parties (except for Customer's service providers
(such as an applicant tracking system);
"Spam" or otherwise contact applicants for purposes other than related to the specific employment opportunity
described in the posting;
Harass, stalk, or contact any applicant after they have asked not to be contacted;
Except as expressly authorized by Linkedln in writing, use any automated means or form of scraping or data extraction to
access, modify, download, query or otherwise collect information from Linkedln's websites; or
Except as expressly authorized by Linkedln in writing, copy, modify or create derivative works of the Jobs Services or any
related technology.
Customer's breach of this Section will be deemed a material breach of the Agreement.
1.6. Career Pages
All Career page "traffic driver" ad impressions will launch within 90 days from the Start Date in the ordering document, using social
ad units and targeting generated by Linkedln.
1.7. Talent Hub
Talent Hub is a hiring platform that enables customers to source, manage, and hire candidates in one place. Talent Hub is a system
of record that is an applicant management system designed to host all candidate data, including first name and last name, email
address, telephone number, professional history, interview and hiring team feedback and evaluations, salary information, final
disposition, and other candidate data received from Customer's third -party talent acquisition extensions ("Talent Hub Data").
Talent Hub will be used to manage candidates through the recruiting workflow ultimately helping companies collaborate on jobs
and candidates and hire in the same platform they use to source candidates. Linkedln will use Talent Hub Data to provide, support,
and improve Linkedln's Services , including to provide Talent Hub Data in the aggregate to surface insights and benchmarking to
help companies have better insight into their process relative to their peers. Customer is solely responsible for the implementation
of Talent Hub, including (i) migrating any candidate data from Customer's third -party applicant tracking system to Talent Hub; (ii)
providing the candidate data in a format that is acceptable to Linkedln and compatible with Talent Hub; and (iii) ensuring it has all
necessary consents to provide the candidate data to Linkedln (collectively, "Implementation"). Linkedln disclaims any and all
liability in connection with the Implementation.
2. SALES SERVICES
2.1. Sales Navigator
Customer may use the Sales Navigator Service only to generate sales leads. Customer may not use the Sales Navigator Service for
recruiting purposes. Customer will have access to Sales Navigator value -add services for the Term of the ordering document. No
refund or credit will be provided if the value -add services are not used during the Term of the ordering document.
2
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3. LEARNING SERVICES
3.1. Linkedln Learning
Customer will have access to the content on the Linkedln.com platform only. Customer Users may only view the content online via
the Linkedln.com platform or by downloading the content for offline viewing via the Linkedln Learning mobile app. Customer may
not violate the intellectual property or other rights of Linkedln, including, without limitation, (i) copying or distributing our learning
videos or other materials or (ii) using the word "Linkedln" or our logos in any business name, email, or URL except as provided in
the Brand Guidelines. Unless agreed to otherwise by the parties on the applicable ordering document, a Customer User must be a
then current employee, contractor, student or library patron depending upon the Linkedln Learning service purchased by
Customer. For the Linkedln Learning service, the User Agreement will apply if Customer connects its Linkedln Learning dashboard
to its Customer Users' Linkedln.com profiles. Customer User must be at least 16 years of age. Customer will designate a single
master administrator ("Master Admit"). The Master Admin will have access to the reporting and management tools and will be
able to establish full administrators and sub administrators with limited rights and access. Except as set forth below, Customer
may only display or perform the content in a public setting, including a conference room or classroom, if Customer has purchased
seats for all Customer Users. Customer retains sole responsibility for all content (including third -party content) uploaded or
provided by Customer through our Services and will monitor, review, and remove such content. All content Customer uploads or
provides through our Services must be owned or licensed to Customer. Only Customer will have access to such content. One
Linkedln Learning seat = One Customer User, and each seat is deemed used/active when a Customer User registers to access the
content service. Each Customer User must have a unique identifier for a login, such as a unique email address or IP address. Aliases
are not permitted. During each 12 -month term of an ordering document, Customer may reassign 10 seats or 25% of the total
number of seats purchased, whichever is greater. For Linkedln Learning Campus, the number of seat reassignments is equal to 10
seats or 35% of the total number of seats purchased, whichever is greater. During the term of a Linkedln Campus ordering
document, should the Campus Customer exceed the total FTE count listed on the ordering document Customer may increase the
FTE count with an executed, zero -dollar add-on ordering document. The add-on seats will co -term with the original order form. If
the original ordering document is for a Partial Campus (a specific department on Campus) the additional zero -dollar seats
requested must be used for said specific department only. Linkedln Campus FTE quantities listed on the initial invoice represent
the starting quantities that will be provisioned by Linkedln.
3.1.1. Linkedln Learning for Library
For each Linkedln Learning for Library seat purchased by Customer, any Customer User who has a valid Customer's library card, or
pin/password, may access the Linkedln Learning content via Linkedln Learning for Library during the term of the order. The Linkedln
User Agreement will not apply to Linkedln Learning for Library Customer Users. A Customer User is an individual designated by
Customer that has (1) registered, received and maintains an active Customer library card/Customer Account and (2) who resides
(maintains a valid address) in Customer's geographical service location. Customer must verify that the individual resides in the
Customer's geographical service location. A Customer User may be a staff member even if the staff member does not reside in
Customer's geographical service location. Customer may only market the Linkedln Learning for Library service to individual patrons
of the Library. Customer or any government entity related to or associated with Customer will not market to any other groups,
including but not limited to, any business, corporation, school district, school (including higher education such as universities or
colleges), non -profits, and government agencies. Customer's breach of the foregoing sentence will be considered a material breach
of the Agreement. If Linkedln determines that Customer or any other entity is marketing Linkedln Learning for Library without
permission, Linkedln will terminate Customer's order. Customer will not be able to establish sub administrators, upload content,
reassign seats, or display or perform the content in a public setting, including a conference room or classroom.
4. INSIGHTS SERVICES
4.1. Custom Insights and Analytics Reports
Linkedln may generate certain insights and analytics reports on Customer's behalf derived from aggregating applicable Member
profile data ("Insights Reports"). Linkedln, in its sole discretion, may adjust or decline to include certain Member profile data in
Insights Reports if Linkedln believes the exposure of the Member profile data may compromise the privacy of Members or other
Linkedln customers. Insights Reports generated by Linkedln on Customer's behalf are considered delivered on the date the Insights
Reports are sent to Customer, even if Linkedln provides additional analysis of the Insights Reports at a later date (e.g. responses
to follow-up questions, modifications, etc.). Linkedln will not release any underlying Linkedln data or third -party data used to
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generate Insights Reports. Linkedln retains ownership of all right, title, and interest to all content included in the Insights Reports
(including any associated intellectual property rights). Linkedln hereby grants Customer a non-exclusive, perpetual, royalty -free,
worldwide, non -transferable, non-sublicensable license to use, distribute, and display the Insights Reports for Customer's non-
commercial activity. Customer will be prohibited from externally publishing Insights Reports or sharing Insights Reports with third
parties without Linkedln prior written approval in each instance. Insights Services will expire upon the expiration of the ordering
document, and Insights Reports are deemed delivered the earlier of the: (i) actual delivery or (ii) the expiration of the ordering
document.
4.2. Linkedln Talent Insights
The Linkedln Talent Insights ("LTI") Service provide customers self -serve on -demand, real-time access to aggregated Linkedln
Member profile data. Linkedln, in its sole discretion, may adjust or decline to include certain Member profile data in the LTI Service
if Linkedln believes the exposure of the Member profile data may compromise the privacy of Members or other Linkedln
customers. Linkedln will not release any underlying Linkedln data or third -party data used in the LTI Service. Linkedln retains
ownership of all right, title, and interest to all content included in the LTI Service (including any associated intellectual property
rights). LTI Data is derived from Linkedln member profiles and company pages and is provided "as -is". Linkedln disclaims all liability
regarding the quality, accuracy, completeness, and timeliness of the LTI Data. Linkedln hereby grants Customer a non-exclusive,
perpetual, royalty -free, worldwide, non -transferable, non-sublicensable license to use, distribute, and display reports and data
generated via the LTI Service ("LTI Data") for Customer's internal use. Customer shall not (i) publish externally or share the LTI Data
with third parties without Linkedln's prior written approval in each instance; (ii) trade, sell/re-sell or otherwise monetize the LTI
Service or LTI Data or access to the same, without Linkedln's consent; (iii) scrape or aggregate the LTI Data for the purposes of
creating a competing service; or (iv) use the LTI Service or LTI Data to inform pre -investment activities and/or public security
investment activities for itself or its end -clients. Notwithstanding anything written in the LSA or any other agreement between the
parties, (a) only Customer and the specific Customer Affiliates to which Customer has purchased LTI Services on behalf of under
this Order Form ("Authorized Affiliates") will be eligible to use the LTI Services; and (b) Customer (including any successor -in -
interest) shall not provision LTI Services to accommodate personnel arising in connection with a Change of Control. "Change of
Control" means (i) the sale of all or substantially all of Customer's assets to a third -party; (ii) any change in the ownership of more
than 50% of Customer's voting capital stock in one or more related transactions; (iii) Customer's purchase of all or substantially all
of a third -party's assets; (iv) Customer's purchase of more than 50% of a third -party's voting capital stock in one or more related
transactions; and (v) any Customer merger, consolidation, or acquisition with, by, or into another entity. Pricing for add-on LTI
Services requested in connection with a non -authorized Affiliate or a Change of Control will be at Linkedln's then -current list rates.
Customer's breach of this Section 4.2 will be considered a material breach of the Agreement.
4.3. Linkedln Sales Insights.
The Linkedln Sales Insights ("LSI") Service provides customers self -serve on -demand, real-time access to aggregated Linkedln
company data. Linkedln, in its sole discretion, may adjust or decline to include certain company data in the LSI Service if Linkedln
believes the exposure of the company data may compromise the privacy of Members or other Linkedln customers. Linkedln will
not release any underlying Linkedln data or third -party data used in the LSI Service. Linkedln retains ownership of all right, title,
and interest to all content included in the LSI Service (including any associated intellectual property rights). Linkedln hereby grants
Customer a non-exclusive, perpetual, royalty -free, worldwide, non -transferable, non-sublicensable license to use, distribute, and
display reports and data generated via the LSI Service ("LSI Data") for Customer's internal use only. Customer shall not (i) publish
externally or share the LSI Data with third parties without Linkedln's prior written approval in each instance; (ii) trade, sell/re-sell
or otherwise monetize the LSI Service or LSI Data or access to the same, without Linkedln's written consent; (iii) scrape or aggregate
the LSI Data for the purposes of creating a competing service; or (iv) use the LSI Service or LSI Data for talent acquisition. LSI Data
is derived from Linkedln company pages, and Linkedln disclaims all liability regarding the quality, accuracy, completeness, and
timeliness of the LSI Data. Should Customer's Agreement or ordering document with Linkedln specify a limit on the number of
times LSI Data may be downloaded by Customer, such downloads must be completed during the contract term and may not be
carried into a new contract period. If the term of Customer's Agreement or ordering document is greater than 12 months, the
download limit is fixed annually and any unused downloads may not be carried into the subsequent year of the Agreement or
ordering document. Customer's breach of this Section 4.3 will be considered a material breach of the Agreement. The LSI Service
is non -cancelable and non-refundable.
5. TALENT MEDIA SERVICES
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[Note: Talent Media Services migrated to the LinkedIn Marketing Solutions (LMS) Program effective October 1, 2020]
6. ELEVATE SERVICE
[Note: Elevate Service is no longer offered]
7. GLINT SERVICES
7.1. Service Descriptions
7.1.1. The "Glint Platform" provides: (i) results that are processed, displayed, and available for analysis in real-time, (ii) manager
dashboards where each manager that meets the minimum confidentiality threshold will receive a link to a dashboard and
corresponding action plans that reflect the unique results of their team, (iii) role based permissions, data access and viewing
privileges based on a user's role and organizational structure, (iv) Single Sign -On (SSO) using Supported Methods (Standard SAML
2.0 based integrations included) to allow one set of login credentials across multiple platforms, (v) comment analytics using Natural
Language Processing (NLP) that is trained specifically on employee feedback and automatically extracts the most -discussed
topics/themes, employee sentiment, and prescriptive/constructive comments in real-time, (vi) integrated action plans that are
automatically generated for each manager based on the unique results of their team, including concrete steps and a pre -built
library of resources from Glint, (vii) Glint's taxonomy, which has over 100 research driven questions across all the key domains of
organizational development and the employee journey that can be drawn from to support each organization's unique needs, (viii)
language translations for questions and communications in 50+ languages for standard questions and communication
templates,(ix) smart alerts that automatically comb through all the survey results by various demographics and highlight key
findings, such as outlier populations that have low scores, high scores, or significant changes in scores, and (x) communications
templates for organization -wide and ad -hoc communications prior to, during, and post -survey. The Services do not include
importing Customer data from third -party services, importing historical survey response data, exporting or transferring Customer
data to any third -party services, or any integration of the Service with Customer or third -party software. Additional Fees will apply
if Customer does not provide its data in a Glint -approved format. If no HRIS system is used, then additional Fees will apply if Glint
does not receive the data in one compiled file. Customer Users may have access to a free, online community where they can,
among other things, share best practices, which is not part of the Services.
7.1.2. If purchased, the Glint Engage Module includes Scheduled Recurring, Ad -Hoc & Always -On Surveys to measure employee
engagement, team effectiveness, manager effectiveness, and/or diversity & inclusion. The Glint Engage Module allows Authorized
Users to review organizational statistics relating to Survey responses in the dashboard, along with reporting that can be customized
and saved for review. It also provides additional intelligence to understand the data, including but not limited to industry
benchmarks, alerts and customizable data visualizations. Glint will provide access to the Service via a login for Authorized Users.
Upon login, Customer will have access to the dashboard with Survey results by team and by driver with benchmark data, Survey
management functionality (including question editing and frequency setting), and reporting (including Customer's ability to
configure reports with various filters and date ranges and then to export reports).
7.1.3. If purchased, the Glint 360s Module is a multi -rater employee feedback tool intended to enable employees to obtain a
holistic review of their strengths and growth opportunities based on input from peers, collaborators, direct reports and managers
(such reviews, "360 Reviews"). This Module is intended to enable human resources professionals to quickly initiate 360 Reviews
for Customer employees and to provide the employees with actionable feedback following the completion of the 360 Reviews. To
activate and use the 360s Module, Customer must send HRIS data via regular exports from its HRIS System to the Glint Platform.
7.1.4. If purchased, the Glint Engage + Lifecycle Package includes all product features from the Glint Engage Module including
Scheduled Recurring, Ad -Hoc & Always -On Surveys to measure employee engagement, team effectiveness, manager effectiveness,
and/or diversity & inclusion, plus Glint's Employee Lifecycle program which extends feedback to key events in the employee
journey such as onboarding, role changes, and exit through automatically triggered surveys.
7.1.S. If purchased, the Glint People Success Package provides access to all Glint product features to allow organizations to measure
and deliver insight into the employee experience, launch development feedback programs, and provide suggested actions and
learning. This bundle includes Glint's Engage, Lifecycle, and 360s modules, including access to the following features and
capabilities:
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• Pulse surveys measure employee sentiment in real time, with programs spanning employee engagement, manager and team
effectiveness, culture, diversity and inclusion and more
• Employee Lifecycle captures feedback from critical moments in the employee journey such as onboarding, role changes, and
exit through automatically triggered surveys
• 360 Feedback gives managers the structured insights and guidance they need to develop as more effective leaders
• Combined insights across employee feedback programs and Workplace Analytics data give leaders a unique view into how
people work impacts how they feel
• Interactive dashboards and reports allow HR teams, leaders and managers to quickly make sense of the data, drill as deep as
they want, and connect insight with outcomes like regrettable attrition and your organization's KPIs
• Smart Alerts uses Al -for -HR'"" to monitor millions of data points and generate real-time alerts for employee populations that
are at -risk for increased attrition, decreased performance, or other changes in key performance indicators
• Comment analytics with NLP synthesizes thousands of comments to automatically surface key themes, relative sentiment,
and representative snippets. Al -for -HR'"" technology isolates prescriptive comments so you can quickly zero in on employee
suggestions, saving your team weeks of analysis
• Guided ACT Conversations allow managers and employees to build action plans together and collaborate on improving the
employee experience
• Recommendations for managers are generated by an intelligent algorithm for each manager based on the specific engagement
profile of their team and feedback on their leadership development opportunities
• Recommendations for employees drive more employee involvement in the process of improving their day-to-day experience
at work
• Integrated learning content ensures all managers and employees have access to suggested actions, resources, and bite -sized
Linkedln Learning videos to easily transition from action planning to action taking
• Nudges guide managers to develop ongoing habits around giving and receiving regular feedback, having conversations, creating
action plans, and taking action
• People and Development Goals allow managers and employees to plan and take action on engagement and development
feedback they receive; goals have adjustable visibility settings, allowing for greater collaboration and tracking of progress
7.2. Definitions
"Administration" means an instance where a Survey is sent to a group of Survey Respondents.
"Affiliate" means an entity that controls, is controlled by, or is under common control with, a party; where "control" means direct
or indirect ownership of (i) more than 50% of an entity's voting interest; or (ii) the right to receive more than fifty percent (50%)
of an entity's profits.
"Authorized User" means an employee of Customer who is granted access to use the Platform and view the data on the Platform.
"Authorized Respondents" means the Survey Respondents that Customer purchased Services on behalf of under the ordering
document who may be contacted in any single Survey.
"Personal Data" means information about an individual that (a) can be used to identify, contact or locate a specific individual; (b)
can be combined with other information that can be used to identify, contact or locate a specific individual; or (c) is defined as
"personal data" or "personal information" by applicable laws or regulations relating to the collection, use, storage or disclosure
of information about an identifiable individual.
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"Services" means access to the hosted "Glint Platform" and the purchased Modules listed in the relevant Order Form.
"SCCs" means the European Commission Standard Contractual Clauses entered into between the parties under the Agreement.
"Sensitive Data" means (i) "special categories of personal data" under the GDPR; (ii) racial or ethnic origin, political opinions,
religious or philosophical beliefs, trade -union membership, or health or sex life for data subjects located outside of the United
States; or (iii) any financial account, credit card information, sensitive health related information (including, but not limited to,
vaccine status) or any government identification numbers.
"Survey" means any survey presented to Survey Respondents through the Services, including Recurring and Ad Hoc Surveys, On
Demand Surveys, Lifecycle Surveys, and 360s.
"Survey Respondent" means an employee or contractor of Customer who is sent a Survey.
"Users" means, collectively, Authorized Users and Survey Respondents.
7.3. Usage, Aggregation and Transfer of Data
7.3.1. Except as provided in these Service Terms or as otherwise agreed in writing by the parties, raw survey responses identifying
individual survey respondents and Personal Data associated with individual survey respondents ("Identifiable Data") will not be
provided to Customer. Customer will not attempt to discern Identifiable Data. Customer shall provide appropriate notices to
Customer Users about, and if required by applicable law or regulation, obtain appropriate consent or other appropriate legal basis
from Customer Users for: (i) the collection, transfer and processing of Customer data through the Services and (ii) Customer's use
of any service providers or other third -parties that Customer instructs Glint to send data to or receive data from Glint. Customer
represents that it will not process Sensitive Data through the Services. Customer may allow its Affiliates to access and use the
Services if Customer is fully liable for its Affiliates' use of the Services and compliance with the Agreement (with each Affiliate also
a "Customer"). Glint will use the Glint subprocessors listed at https://legal.linkedin.com/customer-subprocessors, which list is
updated from time to time. Glint shall be responsible and liable to Customer for the acts and omissions of its subprocessors or
other subcontractors in connection with providing the Services.
7.3.2. For transfers of EU Personal Data to Glint for processing by Glint in a jurisdiction other than a jurisdiction in the EU, the EEA,
or the European Commission -approved countries providing 'adequate' data protection, each party agrees it will use Module 2 of
the SCCs for Controller to Processor transfers, which are incorporated herein by reference. The parties agree that the following
terms apply: (i) the Data Protection Commission of Ireland shall be the competent Supervisory Authority pursuant to Clause 13 of
the SCCs; (ii) data subjects for whom a Linkedln entity processes EU Personal Data are third -party beneficiaries under the applicable
SCCs; (iii) the SCCs shall be governed by the law of Ireland, which allows for third -party beneficiary rights pursuant to Clause 17 of
the SCCs; and (iv) any dispute arising from the SCCs shall be resolved by the courts of Ireland pursuant to Clause 18 of the SCCs.
Schedule A to the Linkedln Data Processing Agreement shall apply as Annex I of SCCs and Schedule D shall apply at Annex II of the
SCCs.
7.3.3. If Glint is unable or becomes unable to comply with these requirements, then EU Personal Data will be processed and used
exclusively within the territory of a member state of the European Union and any movement of EU Personal Data to a non-EU
country requires the prior written consent of Customer. Glint shall promptly notify Customer of any inability by Glint to comply
with the provisions of this Section 7. Notwithstanding the foregoing, where the transfers contemplated under this Section 7 result
in transfers of UK Personal Data to Glint for processing by Glint in a jurisdiction other than in the UK or UK Information
Commissioner's Office -approved countries providing 'adequate' data protection, (1) each party agrees it will use the 2010
Controller -to -Processor SCCs for so long as such SCCs are lawfully permitted for such transfers of UK Personal Data, and (2)
Schedules A and D of the Linkedln Data Processing Agreement shall apply as Annex I and Annex II, respectively. In the event that
the UK Information Commissioner's Office confirms that a "UK Addendum to the EU Standard Contractual Clauses" ("UK
Addendum") is required to rely lawfully on the SCCs for transfers of UK Personal Data, then (a) the SCCs used for EU Personal Data
shall also apply to transfers of UK Personal Data; (b) the UK Addendum shall be deemed executed between Customer and Glint;
and (c) the SCCs between the parties shall be deemed amended as specified in the UK Addendum in respect of the transfer of such
UK Personal Data. The UK Information Commissioner is the exclusive Supervisory Authority for the transfers of UK Personal Data
under this Agreement.
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7.4. Survey Email and Identifiable Data
Customer will draft the survey email, including any confidentiality notice to each Customer User ("User Confidentiality Notice")
and provide to Glint within three (3) days prior to use in the survey. Customer may use one of Glint's standard survey email
templates. Glint will only provide Identifiable Data (i.e. non -aggregated data) (i) to Customer, if the User Confidentiality Notice
discloses that some of Customer's personnel will receive survey responses directly identified to individual survey respondents and
(ii) to a Customer -designated supplier, if the supplier agrees to protect the data consistent with the terms of the Agreement.
Customer agrees that it will not modify or delete any portion of the User Confidentiality Notice or in any other communication
with Customer User that imposes any obligation on Glint. If the User Confidentiality Notice advised data subjects that Customer
would receive the survey data in a non -aggregated form, Glint will provide Customer with the survey data outside of the Service's
platform in a CSV format so that Customer can perform separate analysis and/or protect against data loss at an additional cost for
each instance a survey is sent to a group.
7.5. Data Return
Customer agrees that on the termination of the Services, Glint shall at no cost, and shall cause any subprocessors to, at the choice
of Customer, unless applicable law prevents Glint from returning or destroying all or part of the data disclosed: (a) return to
Customer all the Customer personal data, including survey responses if the User Confidentiality Notice disclosed Customer would
receive responses identified to individuals or (b) securely destroy them and demonstrate to the satisfaction of Customer that it
has taken such measures or (c) export Customer personal data in a non -aggregated form to Customer's new service provider under
a separate written agreement reasonably satisfactory to Glint under which Customer and the recipient of the data accept
responsibility and liability for the data subsequent to transferor export. Glint uses de -identified, aggregated data generated from
its Services to provide statistical benchmarks across industries and improve its Services.
8. ADDITIONAL REQUIREMENTS
For the Recruiter, Referrals, Sales Navigator, Linkedln Learning, and Talent Insights Services, Customer (a) will designate in writing
one Customer User for each seat it purchases; (b) will promptly provide to and maintain with Linkedln 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. Except as described in Sections 1.4 (Additional Terms for Recruiter) and 3 (Learning Services), 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. Linkedln reserves the right to limit the number of transfers of each seat.
Without limiting any other rights Linkedln possesses under the Agreement, if Linkedln discovers that Customer Users are sharing
seat access to the Services with other Customer employees or contractors who have not been provisioned access (each, an
"Unauthorized User"), then Linkedln will have the right to provision any unused seats purchased by Customer to the Unauthorized
Users to remedy Customer's breach. Customer may not resell, transfer access to, or otherwise monetize the Services without
Linkedln's written consent. Customer's breach of this Section will be deemed a material breach of this LSA.
If a Customer User is located in Chinese Mainland, notwithstanding anything contrary to the Linkedln Subscription Agreement or
other master agreements executed between the parties, Customer User must be a Member when accessing Services through
linkedin.com or InCareer. "InCareer" refers to a localized recruitment product operated by Beijing Lingyin Information Technology
Co., Ltd. ("Lingyin") through linkedin.cn, InCareer apps, and other InCareer-related sites, apps, communications, which are
powered by Linkedln's technology. A "Member" is an individual who signs -up to use Services through linkedin.com under
Linkedln's user agreement, currently available at https://www.linkedin.com/legal/user-agreement, as amended by Linkedln from
time to time, or an individual who signs -up to use InCareer's Services under InCareer's user agreement, currently available at
https://www.linkedin.com/legal/I/incareer-user-agreement, as amended by Lingyin from time to time (collectively as "User
Agreements"). The terms of the User Agreements are incorporated into the LSA between the parties and this Order Form.
Customer will ensure that Customer Users comply with the applicable User Agreement when using the Services within the scope
of their employment.
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Exhibit B
Linked 1121
User Agreement
Effective on February 1, 2022
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.
Introduction
1.1 Contract
When you use our Services you agree to all of these terms. Your use of our Services is also subject to our
Cookie Policy and our Privacy Policy, which covers how we collect, use, share, and store your personal
information.
You agree that by clicking "Join Now", "Join Linkedln", "Sign Up" or similar, registering, accessing or using
our services (described below), you are agreeing to enter into a legally binding contract with Linkedln
(even if you are using our Services on behalf of a company). If you do not agree to this contract ("Contract"
or "User Agreement"), do not click "Join Now" (or similar) and do not access or otherwise use any of our
Services. If you wish to terminate this contract, at any time you can do so by closing your account and no
longer accessing or using our Services.
Services
This Contract applies to Linkedln.com, Linkedln-branded apps, Linkedln Learning and other Linkedln-
related sites, apps, communications and other services that state that they are offered under this Contract
("Services"), including the offsite collection of data for those Services, such as our ads and the "Apply with
Linkedln" and "Share with Linkedln" plugins. Registered users of our Services are "Members" and
unregistered users are "Visitors".
Linkedln
You are entering into this Contract with Linkedln (also referred to as "we" and "us").
We use the term "Designated Countries" to refer to countries in the European Union (EU), European
Economic Area (EEA), and Switzerland.
If you reside in the "Designated Countries", you are entering into this Contract with Linkedln Ireland
Unlimited Company ("Linkedln Ireland") and Linkedln Ireland will be the controller of your personal data
provided to, or collected by or for, or processed in connection with our Services.
If you reside outside of the "Designated Countries", you are entering into this Contract with Linkedln
Corporation ("Linkedln Corp.") and Linkedln Corp. will be the controller of your personal data provided
to, or collected by or for, or processed in connection with our Services.
This Contract applies to Members and Visitors.
https://www.linkedin.com/legal/user-agreement
Conga No. 00218543.0
DocuSign Envelope ID: 15C36225-6F2C-49F6-875E-2E53E1C9E0CA
Exhibit B
Linked.
As a Visitor or Member of our Services, the collection, use and sharing of your personal data is subject to
this Privacy Policy (which includes our Cookie Policy and other documents referenced in this Privacy
Policy) and updates.
1.2 Members and Visitors
When you register and join the Linkedln Services, you become a Member. If you have chosen not to
register for our Services, you may access certain features as a "Visitor."
1.3 Change
We may make changes to the Contract.
We may modify this Contract, our Privacy Policy and our Cookies Policy from time to time. If we make
material changes to it, we will provide you notice through our Services, or by other means, to provide you
the opportunity to review the changes before they become effective. We agree that changes cannot be
retroactive. If you object to any changes, you may close your account. Your continued use of our Services
after we publish or send a notice about our changes to these terms means that you are consenting to the
updated terms as of their effective date.
2. Obligations
2.1 Service Eligibility
Here are some promises that you make to us in this Contract:
You're eligible to enter into this Contract and you are at least our "Minimum Age."
The Services are not for use by anyone under the age of 16.
To use the Services, you agree that: (1) you must be the "Minimum Age"(described below) or older; (2)
you will only have one Linkedln account, which must be in your real name; and (3) you are not already
restricted by Linkedln from using the Services. Creating an account with false information is a violation of
our terms, including accounts registered on behalf of others or persons under the age of 16.
"Minimum Age" means 16 years old. However, if law requires that you must be older in order for Linkedln
to lawfully provide the Services to you without parental consent (including using of your personal data)
then the Minimum Age is such older age.
2.2 Your Account
You will keep your password a secret
You will not share an account with anyone else and will follow our rules and the law.
Members are account holders. You agree to: (1) use a strong password and keep it confidential; (2) not
transfer any part of your account (e.g., connections) and (3) follow the law and our list of Dos and Don'ts
https://www.linkedin.com/legal/user-agreement
Conga No. 00218543.0
DocuSign Envelope ID. 15C36225-6F2C-49F6-875E-2E53E1C9E0CA
Exhibit B
Linked. 1:12
and Professional Community Policies. You are responsible for anything that happens through your
account unless you close it or report misuse.
As between you and others (including your employer), your account belongs to you. However, if the
Services were purchased by another party for you to use (e.g. Recruiter seat bought by your employer),
the party paying for such Service has the right to control access to and get reports on your use of such
paid Service; however, they do not have rights to your personal account
2.3 Payment
You'll honor your payment obligations and you are okay with us storing your payment information. You
understand that there may be fees and taxes that are added to our prices.
Refunds are subject to our policy.
If you buy any of our paid Services ("Premium Services"), you agree to pay us the applicable fees and taxes
and to additional terms specific to the paid Services. Failure to pay these fees will result in the termination
of your paid Services. Also, you agree that:
Your purchase may be subject to foreign exchange fees or differences in prices based on location
(e.g. exchange rates).
We may store and continue billing your payment method (e.g. credit card) even after it has
expired, to avoid interruptions in your Services and to use to pay other Services you may buy.
If you purchase a subscription, your payment method automatically will be charged at the start
of each subscription period for the fees and taxes applicable to that period. To avoid future
charges, cancel before the renewal date. Learn how to cancel or suspend your Premium Services.
All of your purchases of Services are subject to Linkedln's refund policy.
We may calculate taxes payable by you based on the billing information that you provide us at
the time of purchase.
You can get a copy of your invoice through your Linkedln account settings under "Purchase History".
2.4 Notices and Messages
You're okay with us providing notices and messages to you through our websites, apps, and contact
information. If your contact information is out of date, you may miss out on important notices.
You agree that we will provide notices and messages to you in the following ways: (1) within the Service,
or (2) sent to the contact information you provided us (e.g., email, mobile number, physical address). You
agree to keep your contact information up to date.
Please review your settings to control and limit messages you receive from us.
2.5 Sharing
When you share information on our Services, others can see, copy and use that information.
https://www.linkedin.com/legal/user-agreement
Conga No. 00218543.0
DocuSign Envelope ID. 15C36225-6F2C-49F6-875E-2E53E1C9E0CA
Exhibit B
Linked
Our Services allow messaging and sharing of information in many ways, such as your profile, articles, group
posts, links to news articles, job postings, messages and InMails. Information and content that you share
or post may be seen by other Members, Visitors or others (including off of the Services). Where we have
made settings available, we will honor the choices you make about who can see content or information
(e.g., message content to your addressees, sharing content only to Linkedln connections, restricting your
profile visibility from search engines, or opting not to notify others of your Linkedln profile update). For
job searching activities, we default to not notifying your connections network or the public. So, if you
apply for a job through our Service or opt to signal that you are interested in a job, our default is to share
it only with the job poster.
We are not obligated to publish any information or content on our Service and can remove it with or
without notice.
Key terms
3. Rights and Limits
3.1. Your License to Linkedln
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, including how it
can be used for ads.
As between you and Linkedln, you own the content and information that you submit or post to the
Services, and you are only granting Linkedln and our affiliates 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 and the services of others, 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, or
generally by closing your account, except (a) to the extent you shared it with others as part of the
Service and they copied, re -shared it or stored it and (b) for the reasonable time it takes to remove
from backup and other systems.
2. We will not include your content in advertisements for the products and services of third parties
to others without your separate consent (including sponsored content). However, we have the
right, without payment to you or others, to serve ads near your content and information, and
your social actions may be visible and included with ads, as noted in the Privacy Policy. If you use
a Service feature, we may mention that with your name or photo to promote that feature within
our Services, subject to your settings.
3. We will get your consent if we want to give others the right to publish your content beyond the
Services. However, if you choose to share your post as "public, everyone or similar", we will enable
a feature that allows other Members to embed that public post onto third -party services, and we
enable search engines to make that public content findable though their services. Learn More
https://www.linkedin.com/legal/user-agreement
Conga No. 00218543.0
DocuSign Envelope ID: 15C36225-6F2C-49F6-875E-2E53E1C9E0CA
Exhibit B
Linked.
4. While we may edit and make format changes to your content (such as translating or transcribing
it, modifying the size, layout or file type or removing metadata), we will not modify the meaning
of 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 Creative Commons
license.
You and Linkedln agree that if content includes personal data, it is subject to our Privacy Policy.
You and Linkedln agree that we may access, store, process and use any information and personal data
that you provide in accordance with, the terms of the Privacy Policy and your choices (including settings).
By submitting suggestions or other feedback regarding our Services to Linkedln, you agree that Linkedln
can use and share (but does not have to) such feedback for any purpose without compensation to you.
You promise to only provide information and content that you have the right to share, and that your
Linkedln profile will be truthful.
You agree to only provide content or information that does not violate the law nor anyone's rights
(including intellectual property rights). You also agree that your profile information will be truthful.
Linkedln may be required by law to remove certain information or content in certain countries.
3.2 Service Availability
We may change or end any Service or modify our prices prospectively.
We may change, suspend or discontinue any of our Services. We may also modify our prices effective
prospectively upon reasonable notice to the extent allowed under the law.
We don't promise to store or keep showing any information and content that you've posted. Linkedln 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 our Privacy Policy.
3.3 Other Content, Sites and Apps
Your use of others' content and information posted on our Services, is at your own risk.
Others may offer their own products and services through our Services, 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. Linkedln generally does not review content
provided by our Members or others. You agree that we are not responsible for others' (including other
Members') content or information. We cannot always prevent this misuse of our Services, and you agree
that we are not responsible for any such misuse. You also acknowledge the risk that you or your
organization may be mistakenly associated with content about others when we let connections and
https://www.linkedin.com/legal/user-agreement
Conga No. 00218543.0
DocuSign Envelope ID: 15C36225-6F2C-49F6-875E-2E53E1C9E0CA
Exhibit B
Linked [12
followers know you or your organization were mentioned in the news. Members have choices about
this feature.
Linkedln may help connect Members offering their services (career coaching, accounting, etc.) with
Members seeking services. Linkedln does not perform nor employs individuals to perform these services.
You must be at least 18 years of age to offer, perform or procure these services. You acknowledge that
Linkedln does not supervise, direct, control or monitor Members in the performance of these services and
agree that (1) Linkedln is not responsible for the offering, performance or procurement of these services,
(2) Linkedln does not endorse any particular Member's offered services, and (3) nothing shall create an
employment, agency, or joint venture relationship between Linkedln and any Member offering services.
If you are a Member offering services, you represent and warrant that you have all the required licenses
and will provide services consistent with our Professional Community Policies.
Similarly, Linkedln may help you register for and/or attend events organized by Members and connect
with other Members who are attendees at such events. You agree that (1) Linkedln is not responsible for
the conduct of any of the Members or other attendees at such events, (2) Linkedln does not endorse any
particular event listed on our Services, (3) Linkedln does not review and/or vet any of these events, and
(4) that you will adhere to these terms and conditions that apply to such events.
3.4 Limits
We have the right to limit how you connect and interact on our Services.
Linkedln reserves the right to limit your use of the Services, including the number of your connections and
your ability to contact other Members. Linkedln reserves the right to restrict, suspend, or terminate your
account if you breach this Contract or the law or are misusing the Services (e.g., violating any of the Dos
and Don'ts or Professional Community Policies).
3.5 Intellectual Property Rights
We're providing you notice about our intellectual property rights.
Linkedln reserves all of its intellectual property rights in the Services. Trademarks and logos used in
connection with the Services are the trademarks of their respective owners. Linkedln, and "in" logos and
other Linkedln trademarks, service marks, graphics and logos used for our Services are trademarks or
registered trademarks of Linkedln.
3.6 Automated Processing
We use data and information about you to make relevant suggestions to you and others.
We use the information and data that you provide and that we have about Members to make
recommendations for connections, content and features that may be useful to you. For example, we use
data and information about you to recommend jobs to you and you to recruiters. Keeping your profile
accurate and up to date helps us to make these recommendations more accurate and relevant.
https://www.linkedin.com/legal/user-agreement
Conga No. 00218543.0
DocuSign Envelope ID: 15C36225-6F2C-49F6-875E-2E53E1C9E0CA
Exhibit B
Linked,
Key Terms
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.
LINKEDIN AND ITS AFFILIATES MAKE NO REPRESENTATION OR WARRANTY ABOUT THE SERVICES,
INCLUDING ANY REPRESENTATION THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR -FREE, AND
PROVIDE THE SERVICES (INCLUDING CONTENT AND INFORMATION) ON AN "AS IS" AND "AS AVAILABLE"
BASIS. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, LINKEDIN AND ITS AFFILIATES
DISCLAIM ANY IMPLIED OR STATUTORY WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF TITLE,
ACCURACY OF DATA, NON -INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
4.2 Exclusion of Liability
These are the limits of legal liability we may have to you.
TO THE FULLEST EXTENT PERMITTED BY LAW (AND UNLESS LINKEDIN HAS ENTERED INTO A SEPARATE
WRITTEN AGREEMENT THAT OVERRIDES THIS CONTRACT), LINKEDIN, INCLUDING ITS AFFILIATES, WILL
NOT BE LIABLE IN CONNECTION WITH THIS CONTRACT FOR LOST PROFITS OR LOST BUSINESS
OPPORTUNITIES, REPUTATION (E.G., OFFENSIVE OR DEFAMATORY STATEMENTS), LOSS OF DATA (E.G.,
DOWN TIME OR LOSS, USE OF, OR CHANGES TO, YOUR INFORMATION OR CONTENT) OR ANY INDIRECT,
INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES.
LINKEDIN AND ITS AFFILIATES WILL NOT BE LIABLE TO YOU IN CONNECTION WITH THIS CONTRACT FOR
ANY AMOUNT THAT EXCEEDS (A) THE TOTAL FEES PAID OR PAYABLE BY YOU TO LINKEDIN FOR THE
SERVICES DURING THE TERM OF THIS CONTRACT, IF ANY, OR (B) US $1000.
4.3 Basis of the Bargain; Exclusions
The limitations of liability in this Section 4 are part of the basis of the bargain between you and Linkedln
and shall apply to all claims of liability (e.g., warranty, tort, negligence, contract and law) even if Linkedln
or its affiliates has been told of the possibility of any such damage, and even if these remedies fail their
essential purpose.
These limitations of liability do not apply to liability for death or personal injury or for fraud, gross
negligence or intentional misconduct, or in cases of negligence where a material obligation has been
breached, a material obligation being such which forms a prerequisite to our delivery of services and on
which you may reasonably rely, but only to the extent that the damages were directly caused by the
breach and were foreseeable upon conclusion of this Contract and to the extent that they are typical in
the context of this Contract.
5. Termination
We can each end this Contract, but some rights and obligations survive.
https://www.linkedin.com/legal/user-agreement
Conga No. 00218543.0
DocuSign Envelope ID: 15C36225-6F2C-49F6-875E-2E53E1C9E0CA
Exhibit B
Linked,
Both you and Linkedln may terminate this Contract 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 Services;
• Sections 4, 6, 7, and 8.2 of this Contract;
• Any amounts owed by either party prior to termination remain owed after termination.
You can visit our Help Center to close your account.
6. Governing Law and Dispute Resolution
In the unlikely event we end up in a legal dispute, depending on where you live, you and Linkedln agree
to resolve it in California courts using California law, Dublin, Ireland courts using Irish law, or in your local
courts using local law.
If you live in the Designated Countries, the laws of Ireland govern all claims related to Linkedln's provision
of the Services, but this shall not deprive you of the mandatory consumer protections under the law of
the country to which we direct your Services where you have habitual residence. With respect to
jurisdiction, you and Linkedln agree to choose the courts of the country to which we direct your Services
where you have habitual residence for all disputes arising out of or relating to this User Agreement, or in
the alternative, you may choose the responsible court in Ireland.
For others outside of Designated Countries, including those who live outside of the United States: You and
Linkedln 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 Contract and/or the Services. You and Linkedln both agree
that all claims and disputes can be litigated only in the federal or state courts in Santa Clara County,
California, USA, and you and Linkedln each agree to personal jurisdiction in those courts
7. General Terms
Here are some important details about the Contract.
If a court with authority over this Contract finds any part of it unenforceable, you and we 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 we agree to ask the court to remove that unenforceable part and still enforce the
rest of this Contract.
This Contract (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 Contract, that does not mean that Linkedln has waived its right
to enforce this Contract. You may not assign or transfer this Contract (or your membership or use of
Services) to anyone without our consent. However, you agree that Linkedln may assign this Contract to
its affiliates or a party that buys it without your consent. There are no third -party beneficiaries to this
Contract.
https://www.linkedin.com/legal/user-agreement
Conga No. 00218543.0
DocuSign Envelope ID: 15C36225-6F2C-49F6-875E-2E53E1C9E0CA
Exhibit B
Linked,
You agree that the only way to provide us legal notice is at the addresses provided in Section 10.
8. Linkedln "Dos and Don'ts"
Linkedln is a community of professionals. This list of "Dos and Don'ts" along with our Professional
Community Policies limit what you can and cannot do on our Services.
8.1. Dos
You agree that you will:
1. Comply with all applicable laws, including, without limitation, privacy laws, intellectual property
laws, anti-spam laws, export control laws, tax laws, and regulatory requirements;
2. Provide accurate information to us and keep it updated;
3. Use your real name on your profile; and
4. Use the Services in a professional manner.
8.2. Don'ts
You agree that you will not:
1. Create a false identity on Linkedln, misrepresent your identity, create a Member profile for
anyone other than yourself (a real person), or use or attempt to use another's account;
2. Develop, support or use software, devices, scripts, robots or any other means or processes
(including crawlers, browser plugins and add-ons or any other technology) to scrape the Services
or otherwise copy profiles and other data from the Services;
3. Override any security feature or bypass or circumvent any access controls or use limits of the
Service (such as caps on keyword searches or profile views);
4. Copy, use, disclose or distribute any information obtained from the Services, whether directly or
through third parties (such as search engines), without the consent of Linkedln;
5. Disclose information that you do not have the consent to disclose (such as confidential
information of others (including your employer));
6. Violate the intellectual property rights of others, including copyrights, patents, trademarks, trade
secrets or other proprietary rights. For example, do not copy or distribute (except through the
available sharing functionality) the posts or other content of others without their permission,
which they may give by posting under a Creative Commons license;
7. Violate the intellectual property or other rights of Linkedln, including, without limitation, (i)
copying or distributing our learning videos or other materials or (ii) copying or distributing our
technology, unless it is released under open source licenses; (iii) using the word "Linkedln" or our
logos in any business name, email, or URL except as provided in the Brand Guidelines;
8. Post anything that contains software viruses, worms, or any other harmful code;
9. Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source
code for the Services or any related technology that is not open source;
10. Imply or state that you are affiliated with or endorsed by Linkedln without our express consent
(e.g., representing yourself as an accredited Linkedln trainer);
11. Rent, lease, loan, trade, sell/re-sell or otherwise monetize the Services or related data or access
to the same, without Linkedln's consent;
https://www.linkedin.com/legal/user-agreement
Conga No. 00218543.0
DocuSign Envelope ID: 15C36225-6F2C-49F6-875E-2E53E1C9E0CA
Exhibit B
Linked 611
12. Deep -link to our Services for any purpose other than to promote your profile or a Group on our
Services, without Linkedln's consent;
13. Use bots or other automated methods to access the Services, add or download contacts, send or
redirect messages;
14. Monitor the Services' availability, performance or functionality for any competitive purpose;
15. Engage in "framing," "mirroring," or otherwise simulating the appearance or function of the
Services;
16. Overlay or otherwise modify the Services or their appearance (such as by inserting elements into
the Services or removing, covering, or obscuring an advertisement included on the Services);
17. 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
18. Violate the Professional Community Policies or any additional terms concerning a specific Service
that are provided when you sign up for or start using such Service, and the Bing Maps terms where
applicable.
9. Complaints Regarding Content
Contact information for complaint about content provided by our Members.
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
Our Contact information. Our Help Center also provides information about our Services.
For general inquiries, you may contact us online. For legal notices or service of process, you may write us
at these addresses.
https://www.linkedin.com/legal/user-agreement
Conga No. 00218543.0
Linked En,
Carahsoft Technology Corp.
11493 SUNSET HILLS ROAD I RESTON, VIRGINIA 20190
PHONE (703) 871-8500 ( FAX (703) 871-8505 I TOLL FREE (888) 66CARAH
WWW.CARAHSOFT.COM SALES@CARAHSOFT.COM
TO: Skyler Whitmore
Project Manager I
Weld County Government ; Information Technology
1401 N. 17th Avenue
Greeley, CO 80631 USA
carahsoftz
FROM: Jenny Vongs
Linkedln Government at Carahsoft
11493 Sunset Hills Road
Reston, Virginia 20190
EMAIL: swhitmore@weld.gov EMAIL: Jenny.Vongs@carahsoft.com
PHONE: (970) 400-2557
TERMS: FTIN:52-2189693
Shipping Point: FOB Destination
Remit To: Same as Above
Payment Terms: Net 30 (On Approved Credit)
Cage Code: 1 P3C5
DUNS No: 088365767
UEI: DT8KJH2XVJH5
Credit Cards: VISA/MasterCard/AMEX
Sales Tax May Apply
LINE NO. PART NO. DESCRIPTION
LLPGVR000-1803-14
YEAR 1
PHONE: (571) 662-3083 FAX:
QUOTE NO: 39016511
QUOTE DATE: 08/08/2023
QUOTE EXPIRES: 09/30/2023
RFQ NO:
SHIPPING: ESD
TOTAL PRICE: $147,798.00
TOTAL QUOTE: $147,798.00
Linkedln Learning Hub for Government (High -quality
learning content alongside learning content hand -selected
by you, all delivered through an intuitive, easy -to -use
experience) - Tier 14 (1500 - 1999 licenses) - Per Seat - 12
Months
Linkedln - LLPGVR000-1803-14
Start Date: 09/01/2023
End Date: 08/31/2024
YEAR 1 SUBTOTAL:
YEAR 2
LLPGVR000-1803-14 Linkedln Learning Hub for Government (High -quality
learning content alongside learning content hand -selected
by you, all delivered through an intuitive, easy -to -use
experience) - Tier 14 (1500 - 1999 licenses) - Per Seat - 12
Months
Linkedln - LLPGVR000-1803-14
Start Date: 09/01/2024
End Date: 08/31/2025
YEAR 2 SUBTOTAL:
YEAR 3
LLPGVR000-1803-14 Linkedln Learning Hub for Government (High -quality
learning content alongside learning content hand -selected
by you, all delivered through an intuitive, easy -to -use
experience) - Tier 14 (1500 - 1999 licenses) - Per Seat - 12
Months
Linkedln - LLPGVR000-1803-14
Start Date: 09/01/2025
End Date: 08/31/2026
YEAR 3 SUBTOTAL:
CONFIDENTIAL
PAGE 1 of 2
QUOTE PRICE QTY EXTENDED PRICE
$27.60 OM 1700 $46,920.00
$46,920.00
$28.98 OM 1700 $49,266.00
$49,266.00
$30.36 OM 1700 $51,612.00
$51,612.00
QUOTE DATE: 08/08/2023
QUOTE NO; 39016511
Linked
Carahsoft Technology Corp.
11193 SUNSET HILLS ROAD I RESTON, VIRGINIA 20190
PHONE (703) 871-8500 I FAX (703) 871-8505 I TOLL FREE (888) 66CARAH
WWW.CARAHSOFT,CTM I SALES@CARAHSOFT.COM
LINE NO. PART NO. DESCRIPTION
SUBTOTAL:
**This is a multi -year agreement, invoiced annually. Please reference all three years on your Purchase Order.
QUOTE PRICE
carahsoft3
QTY EXTENDED PRICE
$147,798.00
TOTAL PRICE. $147,798.00
TOTAL QUOTE: $147,798.00
o Linkedln Services provided under this Order are governed by the Linkedln Subscription Agreement between the parties, dated August 2023, C LSA" ), the terms of which
are incorporated into this Order. The Service Terms attached to the LSA as Exhibit A apply to Customer to the extent the specific Service is included in this Order, the terms
of which are incorporated into this Order.
By completing this order, you agree to the terms of this Linkedln order available at https://www.linkedin.com/legal/I/Isa-public-sector
CONFIDENTIAL
PAGE 2 of 2
QUOTE DATE: 08/08/2023
QUOTE NO: 39016511
Entity Information
Entity Name" Entity ID"
CARAHSOFT TECHNOLOGY CORP @00022056
Contract Name"
CARAHSOFT - LINKEDIN LEARNING CONTENT
Contract Status
CTB REVIEW
Q New Entity?
Contract ID
7354
Contract Lead *
SWHITMORE
Contract Lead Email
swhitmore@co.weld.co.0
Parent Contract ID
Requires Board Approval
YES
Department Project #
Contract Description
FOR PROJECT WELD -1540 LEARNING CONTENT FOR WORKDAY INTEGRATION. LINKEDIN LEARNING TERMS AND
CONDITIONS
Contract Description 2
BID #B2300116
Contract Type
AGREEMENT
Amount*
$147,798.00
Renewable *
YES
Automatic Renewal
Grant
IGA
Department
INFORMATION
TECHNOLOGY-GIS
Department Email
CM-
InformationTechnologyGI
S@weldgov.com
Department Head Email
CM-
InformationTechnologyGI
S-
DeptHead@weldgov.com
County Attorney
GENERAL COUNTY
ATTORNEY EMAIL
County Attorney Email
CM-
COUNTYATTORNEY@WEL
DGOV.COM
Requested BOCC Agenda Due Date
Date* 09/02/2023
09/06/2023
Will a work session with BOCC be required?*
NO
Does Contract require Purchasing Dept. to be
included?
NO
If this is a renewal enter previous Contract ID
If this is part of a MSA enter MSA Contract ID
Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts
are not in OnBase
Contract Dates
Effective Date
Termination Notice Period
Contact Information
Review Date *
06/01/2024
Renewal Date *
08/31/2024
Committed Delivery Date Expiration Date
Contact Info
Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2
Purchasing
Purchasing Approver Purchasing Approved Date
CONSENT 08/31/2023
Approval Process
Department Head Finance Approver Legal Counsel
RYAN ROSE CONSENT CONSENT
DH Approved Date Finance Approved Date Legal Counsel Approved Date
08/31/2023 08/31/2023 08/31/2023
Final Approval
BOCC Approved Tyler Ref #
AG 090623
BOCC Signed Date
BOCC Agenda Date
09/06/2023
MEMORANDUM
TO: Esther Gesick, Clerk to the Board July 24, 2023
FROM: Ryan Rose, Chief Information Officer
SUBJECT: B2300116, Learning Content for Integration into Workday
BOCC Approval Date: August 7, 2023
Bids were received and opened on June 9, 2023 for Learning Content for Integration
into Workday (WELD -1540 Learning Content for Workday Integration). Two bids were
received ranging from $78,200.00 to $91,800.00 annual cost. Attached is the bid
tabulation for your information.
The Information Technology and Human Resources staff reviewed all bids. Carahsoft
Technology Corporation out of Reston, VA proposed the lowest cost solution of
$78,200.00 and meets the requirements documented in the bid process. They also
have an option for a 3 -year term for $147,798.00 divided over three years: $46,900.00
total year one, $49,266.00 total year two, and $51,612.00 total year three.
With the above information, I recommend the BOCC award the Learning Content for
Integration into Workday to Carahsoft Technology Corporation for a total amount of
$147,798.00 paid over three years.
2o23-Zos-}
0035
17001 Z
WELD COUNTY Dept. of Information Technology
PO Box 758 / 1401 North 17th Avenue, Greeley CO 80632
E-mail: swhitmore@weld.gov
Phone: (970) 400-2557
Fax: (970) 304-6572
DATE OF BID: 6/9/2023
REQUEST FOR: Learning/Training Content for Integration into Workday
DEPARTMENT: INFORMATION TECHNOLOGY / HUMAN RESOURCES
BID NO: #B2300116
PROJECT NAME: WELD -1540 Learning Content for Workday Integration
PRESENT DATE: 7/24/2023
APPROVAL DATE: 8/7/2023
Vendor Name
Product
Total Bid Amount
Address
(includes first year support)
Udemy Inc.
600 Harrison St, 3`d Floor
San Francisco, CA 94107
Udemy Business
$91,800.00 annual
Carahsoft Technology Corporation
11493 Sunset Hills Rd, Ste 100
Reston, VA 20190
Linkedln Learning
$78,200.00 annual OR
$147,798.00 over 3 year term:
Year one: $46.900.00
Year two: $49,266.00
Year three: $51,612.00
** Bids are being reviewed at this time by dept.**
7/Z4
2023-2084
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