Advertisers are required to indemnify LinkedIn against all third-party claims, damages, losses, and legal costs arising from their ads, landing page destinations, advertised products or services, use of the ad services, or breach of the agreement, even where LinkedIn has reviewed or approved the ad.
This analysis describes what LinkedIn's agreement states, permits, or reserves. It does not constitute a legal determination about enforceability. Regulatory applicability and practical outcomes may vary by jurisdiction, enforcement context, and individual circumstances. Read our methodology
This provision establishes a unilateral indemnification obligation on advertisers covering all third-party claims related to ad content and destinations, irrespective of LinkedIn's review or approval of the ad. Agencies accepting the agreement on behalf of advertiser clients should assess whether this indemnification obligation is consistent with their underlying agency agreements.
Under this clause, advertisers are contractually responsible for all third-party claims arising from their ad content, destinations, and advertised goods, including legal costs, regardless of whether LinkedIn reviewed or approved the ad prior to delivery.
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"Notwithstanding any review or approval of any Ad by LinkedIn, you agree to indemnify LinkedIn and hold LinkedIn harmless from any damages, losses and costs (including, reasonable attorneys' fees) related to third party claims or proceedings, arising out of or related to your Ads, Destinations, Advertised Goods, use of the Ad Services and breach of this Ads Agreement.— Excerpt from LinkedIn's LinkedIn Ads Agreement
(1) REGULATORY LANDSCAPE: Indemnification clauses in digital advertising agreements are common and are not directly regulated by a single federal statute, but FTC guidelines on deceptive advertising practices and CFPB guidance on unfair practices may be relevant where indemnification is triggered by regulatory enforcement actions. State commercial law governs the enforceability and scope of indemnification obligations, with some states requiring explicit language to indemnify against a party's own negligence. (2) GOVERNANCE EXPOSURE: Medium. The clause is broad in scope, covering claims arising from ads, destinations, and advertised goods, and explicitly survives LinkedIn's review or approval of the ad. However, the limitation of liability clause in Section 8 carves out indemnification obligations from the damages cap, meaning the advertiser's indemnification exposure is not subject to the 5x monthly fee cap established elsewhere in the agreement. (3) JURISDICTION FLAGS: Some jurisdictions, including California, require express and unequivocal language to enforce indemnification of a party against claims arising from its own negligence; legal teams should assess whether the clause as drafted is enforceable in that context. Agencies operating in the EU should assess whether the indemnification obligation is consistent with applicable commercial law in their member state. (4) CONTRACT AND VENDOR IMPLICATIONS: Agencies accepting this agreement on behalf of advertisers should confirm that their underlying agency agreements include reciprocal indemnification provisions from the advertiser client. The carve-out of indemnification obligations from the Section 8 damages cap is a material asymmetry that procurement teams should flag in vendor risk assessments. (5) COMPLIANCE CONSIDERATIONS: Legal teams should ensure that advertiser insurance programs, including commercial general liability and errors and omissions coverage, are structured to respond to third-party claims of the type described in this provision. Agencies should assess whether their professional indemnity coverage extends to claims arising from ad content placed on behalf of clients through the LinkedIn platform.
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This provision establishes a unilateral indemnification obligation on advertisers covering all third-party claims related to ad content and destinations, irrespective of LinkedIn's review or approval of the ad. Agencies accepting the agreement on behalf of advertiser clients should assess whether this indemnification obligation is consistent with their underlying agency agreements.
Under this clause, advertisers are contractually responsible for all third-party claims arising from their ad content, destinations, and advertised goods, including legal costs, regardless of whether LinkedIn reviewed or approved the ad prior to delivery.
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