Complaint Unlimited Fee AppliesCal. Super. - 6th Dist.March 15, 2021LAW OFFICES OF KENNETH J. FREED KENNETH J. FREED [State Bar No. 125349] DAVID E. ekEEKS [State Bar No. 190542] 14226 Ventura Boulevard Sherman Oaks, California 91423 (818) 990-0888; (818) 990-1047 Facsimile KFREEDQKJFESO.COM D(4EEKSQKJFESO.COM 5 Arrorneys for Plaintiff 6 CRED:TORS ADJUSTMENT BUREAU, INC. Our Fi e No. 6059751 7 8 SUPERIOR COURT OF CALIFORNIA, COUNTY OF SANTA CLARA SAN JOSE COURTHOUSE, UNLIMITED CIV L 10 CREDI ORS ADJUSTMENT BUREAU, INC., 11 12 Plaintiff, 17 Defendant. :I. 4 TNTARCIA THERAPEUTICS, 1NC.; 15 and Does 1 through )0, Inclus'.ve, 16 ) CASE NO. ) ) ) ) COMPLAINT FOR MONEY ) ) Demand of Complaint: ) $ 76,575.00 ) ) ) ) ) ) ) ) ) 20 21 22 aintiff alleges as follows: DEFINITIONS AND PRELIMINARY ALLEGATIQNS 1. As used herein, the term "Plaintiff's Assignor" shall 23 refe" to LINKEDIN; 2. As used herein, the terms "the DEBT" and "said DEBT" 25 refe" :o the following sum: $ 76,575.00; 3. As used herein, the term "Due Date" refers to the 27 following date: December 24, 2019; 28 // 1 COMPLAINT FOR MONEY 21CV378966 E-FILED 3/15/2021 11:33 AM Clerk of Court Superior Court of CA, County of Santa Clara 21CV378966 Reviewed By: V. Taylor a. Prior to the commencement cf this action, the 2 claims herein sued upon were assigned to Plaintiff by the 3 t Plaintiff's Assignor and Plaintiff is now the owne and holder of such claims; 4. Plaintiff is a corporation, duly organzzed and existing 6 under and by virtue of the laws of the State of California, and 7 is a collection agency; The true names and capacities, whether individual, 9 corporate, associate or otherwise, of the Defendant herein 10 designated DOES 1 through 10, inclusive, are unknown to 11 Piai.nt'f. Plainti.ff will ask leave of the Court. to amend this 12 Complai".&t to show their true names and capaci.ties when 13 ascertained; 6. The obligations and claims sued upon herein were made 15 and cote ed into and are due and payable in the above-mentioned 16 Cud. cial District and County, State of California, and are not 17 subject to the provisions of Sections 1812 . 10 and 2984.4 of the 18 Califcrnia Civil Code, and Section 395(b) of the California Code 19 of Civil Procedure; 20 7. At all times herein mentioned, the Defendant, and each 21 of them, were agents and employees of the oti:er Defendant, and 22 were acting within the course and scope o" such agency and 23 employment; FIRST CAUSE OF ACTION iOPEN BOOK ACCOUNTi 25 9. Plaintiff repeats, realleges and incorporates herein by 26 reference paragraphs 1 through 8 as though fully set forth 27 herein; 28 2 COMPLAINT FOR iviONEY 1 10. Within four years preceding the commencement of this 2 action, efendant., became indebted to Plaintiff's Assignor in the 3 amour.: of "the DEBT" for a balance due on a boor account for 4 goods sold and delivered and/or services rendered by Plaintiff's 5 Assignor to Defendant at Defendant's request. Sa''d DEBT has not 6 been paid although payment has been demanded, anc, said DEBT is 7 ncw due, cwing and unpaid, together with interes= demanded on the 8 due date; 1:. The DEBT sued upon herein was incurred on or after 10 January 1, 1987, and is subject to the provisions of the 11 Califozn'a Civil Code Section 1717.5 and that. Plaintiff is 12 entitled to be awarded attorney's fees pursuant =c said sect.ion; 13 SECOND CAUSE 01'CTTON (ACCOUNT STATEDj 12. Plaintiff repeals, realleges and incorporates herein by 15 reference paragraphs I through 8 as though fu(ly set forth 16 herein; 17 13. Within four years preceding the commencement of this 18 acticn, and account was stated by and betweer. Plaintiff's 19 Ass'gnor and Defendant, and each of them, wherein it was 20 ascertained and agreed that said Defendant oweci said DEBT to 21 Pla'ti f's Assignoz together with interest thereon at the rate 22 of ten percent (10-:) per annum from the Due Date; 23 14. The DEBT sued upon herein was incurred on or after 24 January 1, 1987, and is subject to the provisions of the 25 Ca''foznia Civil Code Section 1717.5 and that Plaintiff is 26 ent'tied to be awarded attorney's fees pursuant to said section; 27 // 28 // 3 COMPLAINT FCR MONEY THIRD CAUSE OF ACTION (REASONABLE VA'E} 15. Plaintiff repeats, realleges and incorporates herein by 3 reference paragraphs 1 through 8 as thouah fully set forth herein; 5 16. Within two years preceding the commencement of this 6 action Defendant became indebted to Plaintiff's assignor for the 7 reasonab'e value of goods sold and delivered and/or services 8 rendered by Plaintiff's Assignor to said Defendant at said 9 Defen 'ant's request. The DEBT was and is the reasonable value of 10 said goods, and/or services. No part of said DEBT has been paid 11 a though payment has been demanded, and saic DEBT is now due, (2 owing and unpaid together with interest thereon at the rate of 13 ten per,.ent (10%) per annum since demanded on the Due Date; 14 17. The DEBT sued upon herein was incurred on or after 15 Ianuary 1, ) 987, and is subject i o the provis'ons of the 16 Ca'ifo nia Civil Code Section 171.").5 and tha Plaintiff is 17 ent;'t'ed o be awarded attorney's fees pursuant to said section; FOURTI( CAUSE OF ACTION (BREACH OF CONTRAC") 19 18, Plaintiff repeats, realleges and incorporates herei.n by 20 refe-ence paragraphs 1 through 8 as though fully set forth 21 herein; 22 19. Plaintiff's Assignor and Defendan entered into a 23 Writ=en Acreement (s) /Contract (s), copies of wl..ich is attached 24 hereto anc, marked as Exhibit "1", wherein Pla'tiff's Assignor 25 agreed to sell and deliver the goods and/or render the services 26 describec therein to the Defendant, according to the terms and 27 conditions stated therein, and Defendant, and ea h of them agreed 28 to pay therefore; 4 COMPLAINT FOR MONEY 1 20. Within four years preceding the commencement of t.his 2 action, pursuant to said agreement, Plaintiff's Assigror sold and 3 de ivered goods and/or rendered services to said Defendant. 4 Although demand for payment has been made upon the Defendant., 5 said Defendant has failed and refused to pay the DE3T, and the 6 DEBT "'s now due, owing and unpaid, together with interest thereon 7 at the rate of ten percent (10-:) per annum from the Due Date; 2:. Plaintiff's Assignor has performed a'onditions, 9 terms and obligations on its part to be performed; 10 22. Said agreement further provides that if legal action be 11 taken to collect any sums due and owing thereunder, Defendant 12 shall pay reasonable attorney's fees necessira'd t.hereby. 13 Plaintiff has employed the Law Offices of KENNETH J. FREED to 14 prose'"ute this action, and thereby has paid, and wi.ll. pay 15 attorneys fees for legal services rendered. Plaintiff thus 1 6 requests this Court to award it reasonable fees according to 17 proof or according to this Court's reasonable fee schedu.l.e. 18 WHFREFORE, Plaintiff prays for -judgment against !)efendant, 19 and each of them, as fol:l.ows: 20 AS TO THE FIRST, SECOND AND THIRD CA(JSES OF'CTION: 21 For the sum of $ 76,575.00, toc tl.er with interest 22 thereon at the rate of ten percent (10%) per annum from December 23 24, 2019; 25 2. For costs of suit herein; 3. For attorney's fees pursuant to California Civil Code 26 Sect i on 1717. 5; and 27 4. For such other and further relief as tl.e Court may deem 28 just and proper. 5 COMPLAINT FOR MONEY AS TO THE FOURTH CAUSE OF ACTION: For the sum of $ 76,575.00, together w'-h interest 3 thereon at the rate of ten percent (10-.) per annum :rom December 2r., 2019; For costs of suit herein; For reasonable attorney's fees; and For such other and further relief as the Court may deem 8 just and proper. 9 DATED: February 25, 2021 10 13 LAW OFFICES OF KENNETH J. FREEDF By: KF., ETH J. FR'""FiD At orneys for Plaintiff'REDITORS AD JUSTMENTBI]RFAU, INC. 17 20 22 23 25 27 28 6 COMPLAINT FOR MONEy 5 15 16 20 21 22 23 25 26 EXHIBIT "1" 27 28 COMPLAIN- FOR MONEY 10 ll 12 l3 l4 l l7 l8 l9 24 HI I “ MPLAINT ONE DocvSi0n Envelope ID: 5BF43D05-FAF5-4E5D-B4EB-0989A8229340 Unkedln 1DOO West Maude Avenue 0 Sunnyvale, CA 940BSLinked Fax. 1.650429 2122 www.linkedin.corn Prldng valid Throughi November 21, 2II19 Pr poredby: SamanthaC t ss vlnognlnk din. m CONTRACT CONTACT: 50FRe Brody BILITD: please rc ie the below Bggng dotage and edit If necessary. Bgl To Doing Buslnam As: ORDER INFOIIMATION C ntact Addr s: C tv/Stat /Zip: Accounmp y bl fnlaroa Therapeutlm 24650 Industrial Blvd 94545-2234 Cohtlaet ¹.'gling Period: aging Meth d: Billing Instructlo s: CS5174029-13 Annually Upf t Invoice C u tm'mmk Uriitod States peiifitamia.com SHIP TO: Inta «la The spanner Ship To Doing Duslnsm Ap. 14650 industrial Bbd 06 Pho e: sy Initialing hara, Ingres that the Dggng delsos «re ciirrent and eccuratel Forfntemal Only: TYpe: Rep Regio Agency Nsmei Ciir ehcyi Rehawal LTS.NA.US.E5TD CDAP.ENT-RM.HIG 050 Hayward, CA 94545.2234 0 Ited States Cont act Start Date': December 22, 2019 Contract End Date: December 2L 2D20 '"Ihs r hu lrs/isereniimo res o d r ips is I ie o/iseconr ortsrsit osrco rhrdsrrtssrrh os r /!!y e I v" '4TT'llflEsfemerrXfstmh Pmduct Num Recruits -Corporote Pmduct SKU: RCDAPRM0.1601 Praduct Oescrlpti n. Linkedln Recruiter scca nt w th team cagaborstion, auditing, nnd npsralieled network search ca pais titles, includes at bast 15l! 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In ludes: preferred placement on company page fort stum content, careen tab, customua his mt dotes on the careers \ab 12 month package includes USD 21K triffic dnver b dget 3 700K Impremtonsf, 5 view, enhanced snslytics An Cereerpage "I ff drrm'adimpresslonslau chwithn90 d y I thecontract tmd t im I ladumtsand twg ting generated by L Mdin 12 530,000.00 530,0DD.DO 530,000.00 P d tn me RscrwtmsntAd fWWV pt lopof P oduct SKU: WDRK010DO Pr d to scnptloniWorkwlthu 'h n ad displayedon o panyempioye pmol p g sfpricmgforcompany it fe th 100Demployeeproflisso L k din) 12 S6.000 DD SS,ODO.OD 56,DOO 00 Product Nam I tu Dashbcsnl Manager P dum MVi IBhfNGRSET pr ductoes rfpu .5 tt m n gelobstnLink din R uterwithoutth peopb hf n tmnalityofthe stahdardleciu t t 1 12 So.eo SO.DD 50.00 P du tN m .Iobstots prod ct TKUi lossUIDDD-1601 ProductDescrlpti R r dannuelfobpostingwith blity tocha g,upd t,removeondemand. 15 12 S1,445 DD S1,445 Do 521,675.00 SUB TOTAL $76,575.00 Linkedln Confidential and Proprietary Rev. September 2016 Docu9ign Envelope ID: 5BF43008-FAF6-4E5D-B4EB-0989A8229340 ESTIMATED TAXo ESTIMATED ORDER TOTAL SD.OD 576,575.DO Md timtc'51« IR«ar Our re ards INOKATE that aPurchas Order Numba y NOT be req d for this d r ff P imm Order leam mi, please e t the PO Numb OS Ry Imti ling here, I cnnnrm thsta Purcha e Order number i ~nyrequlred, o f S3~ pu h orderNumb 'istedAROHE I onfirmthstitls urrentandaceur Ch kh ify p y t pi cu h y/E pti niihi ~d miwt I q Fgllkd. 1 d Eat d gth ppl hit «I 1 hppgdd .Tht and y f ly tl I d I ltd Ih Ip'.Y Iw sl flnthn Ittlt C n rut my 'SDDW ui aC d C u u Chm,C«dic a, S IWi n N .U\5» r dacm a kw 1 d ly F n I t dl AT,CO,CI,FI,HI,IA.n„IH,I«MA,hW,MS,HE,Hhl,NI,NY,NC,OH,PA,RI,SC, SDIN,IR,HT,IIT.WA.WI diuV,IIM dl Ih 1 dt d rm I t y m p tt pnv p h dpvpp p \ I d/ I mtth dinly. 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VP, HR 15 December lUJ.9 Signature: Name: Title; Oal: Mamhis Escobar Senmr Manager, R Recopdtion Novemb te, Rolg Linkedin Confidential and Proprietary Reu. September 7016 Linked95 LINKEDIN SUBSCRIPTION AGREEMENT This Linkedln Subscription Agreement ("LSAa) governs any previously executed and active ordering documents and any future ordering documents executed by the customer identified in the applicable ordering document ("Customer" ) and the Linkedln company identified in that ordering document ("Linkedln"). This LSA, the applicable ordering document, 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). 1. ORDERING 1.1. Ordering Services. Subject to credit approval by Linkedln, Customer may access and use the subscription and advertising services offered via Linkedln's websites to the extent and for the term stated in the ordeding document ("Servicesa), Customer may aflow 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 (ij more than S0% of an entity's voting interest; or (ii) the right to receive more than fifty percent (S0/) 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 ordering document. 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 Linkedin with a valid tax exemption certificate. All taxes payable by Customer will be separately stated and exclusive of the fees. Customer will have no liability for taxes that are statutorily imposed on Linkedln, including taxes or fees measured by Linkedln's net or gross income, 2. RESPONSIBIUTIES 2.1. Use of Services. Unkedln 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 httos://www.linkedin.corn/leeal/I/service-terms (aService 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.corn. A "Member" is an individual who signs-up to use Linkedln's services under Linkedln's user agreement, currently available at httos://www.linkedin.corn/leeal/user-agreement, as amended by Linkedln from time to time (aUser 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'se of the Services and compliance with the Agreement. 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'nformationthat it collects in connection with the Llsers'ccess 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, including how to use the Services. 2.2. Provision of Sersnces. 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" or a customer relationship management system, aCRM"), Customer is solely responsible for the integration and related activities. Linkedln disclaims any and ail liability for the use of third-party systems or applications residing outside Linkedln's systems. Linkedln Confidentiai and Propnetarr Last Updated: December 18, zo19 2.3. Data Protect(on. 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 httos://www.linkedin.corn/leeal/I/doa ("DPA"), the terms of which are incorporated into this LSA. 2.4. Compliance with Laws. With respect to the parties'erformance 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. g 78dd-1, et seqd (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) U.S. export control laws and regulations that restrict the use and access to controlled information, goods, and technology. Linkedln is enrolled in the U.S. Department of Homeland Security's E-I/erify program regarding the immigration and einployment 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 httos://leaal.iinkedin.corn/documents/Linkedln-Code-of-Business-Conduct. 2.5. Scope of Linkedin's Services under the CCPA. For purposes of the California Consumer Privacy Act, Unkedln does not sell Personal Data to customers. Customers have access to the same Personal Data that is available to Linkedln members on the Linkedin platform, except when Linkedln members (i) direct Linkedln to share additional information with customers or (ii) use Linkedln's Services to directly communicate with Linkedln's customers. CONFIDENTIAL. INFORMATION 3.1 Definition. aConfidential 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 "Confidentiaia 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. 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. INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP. No right, title or interest in any intellectual property right transfers to the other party, except for the limited rights stated in the Agreement. Customer is not obligated to provide Linkedln or its Affiliates with any suggestions, enhancement requests, or other feedback about the Services or related technology. However, if Customer does provide any feedback to Linkedln, Linkedln may use and modify it without any restriction or payment. TERM AND TERMINATION 5.1. Term. This LSA is effective on the date the first ordering document 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 ordering document if the other party materially breaches the Agreement and fails to cure the breach within 30 days after receiving notice of the breach. 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 Linkedln Confidential and Proprietary Last Updated: December 19, 2019 within sixty (6D) days af the date of filing; (iii) admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors; or (iv) applies for or consents to the appointment of a receiver, trustee or liquidator far substantially all of its assets or such a receiver, trustee or liquidator is appointed for the other party. Upon providing advance written notice ta 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 ordering documents under this LSA have expired or been terminated, then either party may terminate this LSA far convenience by providing written notice to the other party. 5.3. Effect af Termination. Termination of this LSA or an ordering document will not relieve Customer from its obligation to pay Linkedln any fees stated in an ordering document, excluding termination by Customer for Linkedln's uncured material breach of this LSA. If Customer terminates this LSA or an ordering document because of Linkedln's uncured material breach, Linkedln will refund a pro-rata share of any pre-paid fees under the applicable ordering document. Customer will notify Customer Users 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 ordering document does not terminate this LSA; however, termination af this LSA will result in the immediate termination of all ordering documents. The provisions of this LSA that by their nature extend beyond the termination of this LSA will survive termination. LIMITED WARRANTY; D5CLAIMER. Linkedln warrants that (i) it has the necessary rights ta provide the Services to Customer; and (ii) the Services do not and will not infringe the intellertual property rights of a third party. Customer's sole remedy and Linkedin's sole liability for a breach of the foregoing warranties is Linkedln's obligatian to defend and indemnify Customer 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, non-infringement, merchantability or fitness for a particular purpose. INDEMNIFICATION 7.1 Indemnification Scope. Linkedln will defend and indemnify Customer, its Affiliates, and their respective directors, officers and Customer Users from and against all third-party claims to the extent resulting from ar alleged to have resulted from (a) the Services'nfringement of a third party's intellectual property riight; or (b) Linkedln's material breach of the Agreement. Customer will defend andindemnify Linkedln, its Affiliates, and their respective directors, officers and employees from and against all third-party claims to the extent resulting from or alleged to have resulted fram (y) the infringement of a third party's intellectual property right by any content, data or other information uploaded into Linkedln's system or otherwise provided by Customer; or (z) Customer's material breach of the Agreement. Indemnification Procedures. Each party will promptly notify the other in writing of any third-party claim. The indemnifying party will (a) control the defense of the claim; and (b) obtain the other party's prior written approval of the indemnifying party's settlement or compromise of a claim. The indemnified party will (y) nat unreasonably withhold or delay its approval of the request for settlement or compromise; and (z) assist and cooperate in the defense as reasonably requested by the indemnifying party at the indemnifying party's expense. 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 will be liable for PersonalData Breaches (as defined in Section 1 of the DPA) that result from Linkedln's negligence, gross negligence, intentional misconduct or fraud. 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 ordering document{s). 8.3 Exclusions. The limitations of liability stated in sections 8.1 and 8.2 do not apply to a party's {a) confidentiality or Linkedln Conadentiel and Proprietary Lest Updated: December 18, 2019 indemnification obligations; (b) liability for fraud, gross negligence or intentional misconduct; (c) liability for death orpersonal injury; (d) violation of the other party's intellectual property rights; or (e) liability for a Personal Data Breachcaused by Linkedln* negligence, gross negligence, intentional misconduct or fraud. 9. INSURANCE COVERAGE. During the term of this Agreement, Linkedln will maintain commercially reasonable insurancecoverage as required by law in connection with its performance under the Agreement. A copy of Linkedln's certificate ofinsurance is currently available at httos://leeal.llnkedln.corn/content/dam/leeal/Evidence-of-insurance--tlnkedln-Coro.odf. 10. DISPUTE RESOLUTION. If an issue arises under the Agreement and the applicable ordering document was signed by (a)Linkedln Corporation or Glint, Inc., then the Agreement is governed by the laws of the State of California, and any action orproceeding (including those arising from non-contractual disputes or claims) related to the Agreement will be brought in afederal court In the Northern District of California; (b) Linkedln Ireland Unlimited Company, then the Agreement is governedby the laws of Ireland, and any action or proceeding (including those arising from non-contractual disputes or claims) relatedto the Agreement will be brought in Dublin, Ireland; or (c) Linkedln Singapore, then the Agreement is governed by the lawsof Singapore, and any action or proceeding related to the Agreement will be brought in Singapore. Each party irrevocablysubmits to the jurisdiction and venue of the applicable courts. The prevailing party in any litigation may seek to recover itsreasonable legal fees and costs. 11. MISCELLANEOUS. If a conflict exists between any of the terms in the Agreement, then the ordering document 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 re)atfng to the subject matter ofthe Agreement, other than as stated in the Agreement. Notices will be provided in writing to the email address and/orphysical address of the other party stated on the ordering document, unless otherwise stated in the Agreement. Notices areeffective on the date of delivery. The Agreement does not create a partnership, agency relationship, orjoint venture betweenthe parties. Neither party has the power or authority to bind the other or to create any obligation or responsibility on behalfof the other. Under no circumstances will any employee of one party be deemed to be the employee of the other. Except asotherwise provided in the ordering document, either party may assign this Agreement to an Affiliate ore successor ininterestthat is not a competitor of the non-assigning party, made in connection with (i) the sale of all or substantially all of theassigning party's assets; (ii) any change in the ownership of more than 50% of the assigning party's voting capital stock in oneor more related transactions; or (iii) the assigning party's merger with or acquisition by such successor-in-interest. Except forthe assignments set forth in the foregoing sentence, neither party will assign the Agreement in whole or in part without theother party's prior written consent (which consent will not be unreasonably denied, delayed or conditioned). Any attemptedassignment in violation of this restriction is void. The Agreement shall bind and inure to the benefit of the parties, theirrespective successors and permitted assigns, Customer will provide Linkedln written notification if Customer is purchasingServices 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 nameand address of its client that will access and use the Services; and (c) remains jointly and severally liable for all of Customer'obligations under the Agreement. If the Agreement is translated into a language other than English, the translation is forconvenience only, and the English language version will govern. 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 obtainingCustomer's prior consent. Linkedln may remotely monitor Customer's use of the Services to ensure compliance with theAgreement, provided that Linkedln will not access Customer's network, systems or devices in connection with suchmonitoring. If any provision of the Agreement is unenforceable, that provision will be modified to render it enforceable tothe extent possible to give effect to the parties'ntentions and the remaining provisions will not be affected. The parties mayamend the Agreement only in a written amendment signed by both parties, except for the User Agreement and ServiceTerms, which may be modified in accordance with their terms. If this LSA will be executed then it can be executedelectronicaliy and in counterparts, each of which is deemed to be an original and together comprise a single document. Eachparty represents and warrants that the individual binding a party under this LSA is authorized to do so, Lmkedin Confide ntrai and P. opnetarr Last Updated: December 1B, ZC19