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For agencies approved for monthly invoicing, payment liability to LinkedIn is conditioned on the agency having received payment from the advertiser client, a structure the agreement terms Sequential Liability. If the agency cannot confirm its authorized relationship with the advertiser or if applicable law prohibits Sequential Liability, the agency becomes directly liable for all ad service orders.
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 conditional payment liability structure for agencies that is available only to those approved for monthly invoicing. The agency's ability to rely on Sequential Liability depends on maintaining documented confirmation of its authorized relationship with the advertiser and the absence of applicable laws prohibiting this structure.
Under this clause, agencies approved for monthly invoicing are only liable to LinkedIn for ad spend to the extent they have received payment from their advertiser client; however, if the agency cannot produce written confirmation of its authorized relationship with the advertiser, the agency becomes directly liable for all orders placed through the platform.
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"If you are an agency buying on behalf of an advertiser (an 'Agency') and have been approved for monthly invoicing, LinkedIn agrees to hold Agency liable for payments only to the extent that Agency has received payment from the advertiser for the Ad Services ('Sequential Liability'). For sums not cleared to Agency, LinkedIn agrees to hold advertiser solely liable. Agency agrees to make every reasonable effort to collect and clear payment from advertiser on a timely basis. In the event that Agency is unable to provide LinkedIn with such confirmation, or if applicable laws prohibit Sequential Liability, Agency will be directly responsible to pay for all Ad Service orders placed through the Advertising Platform.Excerpt from LinkedIn's Ads Agreement
(1) REGULATORY LANDSCAPE: Sequential Liability is a recognized commercial practice in media buying and is not directly regulated by a single federal statute in the US. However, state commercial law and agency law govern the enforceability of the liability allocation between agency and advertiser. The requirement that agency maintain written confirmation of its authorized relationship with the advertiser engages standard agency law principles. (2) GOVERNANCE EXPOSURE: Medium. The Sequential Liability protection is available only to agencies approved for monthly invoicing, which limits its applicability. The condition that the agency produce written confirmation of its authorized relationship on LinkedIn's request creates an ongoing documentation obligation that agencies should operationalize as part of their client onboarding process. (3) JURISDICTION FLAGS: Some jurisdictions outside the US do not recognize Sequential Liability as a limitation on agency payment obligations; the agreement explicitly states that if applicable laws prohibit Sequential Liability, the agency is directly responsible for all orders. UK agencies should assess whether Sequential Liability is consistent with applicable UK commercial and agency law. (4) CONTRACT AND VENDOR IMPLICATIONS: Agencies should ensure that their client agreements include provisions for advertiser payment obligations to the agency that are aligned with the timelines required to meet LinkedIn's billing cycles. The documentation requirement should be operationalized as part of agency client onboarding. (5) COMPLIANCE CONSIDERATIONS: Finance teams at agencies should maintain current written confirmations of authorized relationships with all advertiser clients using the LinkedIn platform and establish procedures to provide that documentation to LinkedIn upon request.
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This provision establishes a conditional payment liability structure for agencies that is available only to those approved for monthly invoicing. The agency's ability to rely on Sequential Liability depends on maintaining documented confirmation of its authorized relationship with the advertiser and the absence of applicable laws prohibiting this structure.
Under this clause, agencies approved for monthly invoicing are only liable to LinkedIn for ad spend to the extent they have received payment from their advertiser client; however, if the agency cannot produce written confirmation of its authorized relationship with the advertiser, the agency becomes directly liable for all orders placed through the platform.
ConductAtlas has identified this type of provision across 287 platforms. See the full comparison.
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