Linktree Share Button Developer Terms and Conditions

Version no.1 dated 24 April 2023

These Linktree Share Button Developer Terms and Conditions (“Terms”) govern your access to and use of the Licensed Materials, and are designed to enable developers to create services, link functionality, themes or other content that may be used in connection with the Linktree Service.

These Terms will form a binding agreement between you and Linktree Pty Ltd (“us” or “Linktree”) as of the date that you first use the Licensed Materials or where applicable, enter a Partner Agreement (whichever is earlier). By using the Licensed Materials and/or entering a Partner Agreement, you agree that you have read and agree to comply with, and be bound by, these Terms. In the event of any conflict between these Terms and a Partner Agreement, the terms of the Partner Agreement will take precedence to the extent of the conflict.

These Terms do not govern your access to and use of the Linktree Service, which is governed by the Linktree Terms and Conditions available at https://linktr.ee/s/terms/.

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1 Linktree Intellectual Property Rights

1.1 All Intellectual Property Rights in and to the Licensed Materials will remain vested in Linktree or its licensors.

1.2 Subject to your compliance with these Terms, we grant you a limited, non-exclusive, revocable, non-sublicensable licence during the Term to use the Licensed Materials to the extent required for you to integrate Your Platform with any Licensed Materials for the purposes described in, and subject to any conditions, limitations, restrictions or requirements specified in the Partner Agreement (where applicable) (“Permitted Purpose”). We are responsible for ensuring that we have all necessary rights and consents required in order to grant you the aforementioned licence.

1.3 You must not:

1.4 If Linktree grants written consent to your use of the Linktree Marks, you must comply with Linktree’s current brand guidelines made available by Linktree in respect of such use.

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2 Your Intellectual Property Rights

2.1 All Intellectual Property Rights in and to Your IP will remain vested in you or your licensors.

2.2 You grant us a non-exclusive, irrevocable, royalty-free, sublicensable, and worldwide licence to use Your IP:

as required during the Term to give effect to and perform the activities contemplated by these Terms and the Partner Agreement (where applicable), including as reasonably necessary for us to continue to supply, maintain, and improve the Linktree Service; and
for marketing and promotional purposes in any media, including (without limitation) on our website, email and social media channels.

2.3 You agree that our use of Your IP may involve linking to, copying, modifying, translating, distributing, or publishing (including on the Linktree Service, Linktree Marketplace or in our marketing) Your IP. You are responsible for ensuring that you have all necessary rights and consents required in order to grant us the aforementioned licence.

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3 Your Obligations

3.1 Unless otherwise agreed in a Partner Agreement, you will:

create and integrate the Linktree Share Button into Your Platform and publish and display the Linktree Share Button prominently on Your Platform; and/or
Integrate the Licensed Materials on Your Platform,

in accordance with the Developer Tools and submit your implementation(s) to Linktree for prior approval and review before going live. You will update the implementation(s) to reflect any updates in the Developer Tools that result in Breaking Changes from time-to-time or where Linktree reasonably requests as a result of increased functionality being available, and you will resubmit your Linktree Share Button and/or Integration for review and approval by Linktree following any such updates.

3.2 You must ensure that Your Platform and Your Content:

does not infringe law or the rights of any person (including Intellectual Property Rights);
does not contain, promote, or Process any data or content that could be reasonably considered to be obscene, inappropriate, defamatory, disparaging, indecent, seditious, offensive, threatening, abusive, liable to incite racial hatred or discriminatory;
does not contain, promote, or Process any data or content that is misleading or deceptive, or that is intended to misinform or deceive;
does not contain any Viruses; and
will not bring Linktree into disrepute.

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3.3 You must:

in performing your obligations under these Terms, comply with all applicable laws, including, without limitation, all Privacy Laws and laws related to “spamming”;
not make any comment or statement that in our reasonable opinion, disparages or has the potential to damage Linktree’s reputation;
provide your name, logo(s), description of services, any company performance claims and other intellectual property or information that we reasonably request to use on the Linktree Service; and
establish appropriate processes and systems designed to assess and remove any content submitted by your End Users that would contravene clause 3.2.

3.4 If you intend to disable Your Share Button and any of your Integrations with the Linktree Service, you must:

give Linktree as much prior written notice of the discontinuance as is reasonable practicable;
cease using the Licensed Material; and
cooperate with Linktree to coordinate any publication or messaging of the discontinuance to End Users, and without prejudice to clause 6.1 and 6.2, obtain Linktree’s prior approval of such publication or messaging.

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4 Linktree’s Obligations

4.1 Linktree will, in addition to any obligations under the Partner Agreement (where applicable):

provide you with access to such of the Developer Tools that are necessary for you to comply with your obligations under these Terms. Linktree may also make available such other Licensed Materials as are developed during the Term; and
not make any comment or statement that in your reasonable opinion, disparages or has the potential to damage your reputation.

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5 Confidentiality

5.1 Subject to clause 5.2, each party (“Recipient”) that receives Confidential Information of the other party (“Discloser”) must:

treat as strictly confidential and use the Discloser’s Confidential Information solely for the purposes contemplated by these Terms. The Recipient may disclose Confidential Information of the Discloser to its employees, contractors or professional advisors who:
have a need to know (and only to the extent that each has a need to know) the Confidential Information for the purposes of these Terms; and
have been directed and have agreed to keep confidential the Confidential Information on terms consistent with these Terms;
take all reasonable steps to secure and keep secure all of the Discloser’s Confidential Information coming into its possession or control; and
not, without the prior written consent of the Discloser, publish, use or otherwise disclose to any person the Discloser’s Confidential Information except for the purposes contemplated by these Terms.

5.2 The obligations of confidentiality under clause  5.1:

will not apply to information that:
1. is or becomes publicly known (other than as a result of a breach of these confidentiality obligations by a party);
2. was lawfully received by the other party independently from a third party free to disclose such information; or
3. is required to be disclosed pursuant to applicable law or the rules of any recognised securities exchange, provided that the Recipient has to the extent practicable having regard to those obligations and the required timing of the disclosure consulted with the Discloser of the Confidential Information as to the form and content of the disclosure; and
4. (b) survive termination or expiry of these Terms.

5.3 Without limiting this clause 5, you agree that all information, content and Intellectual Property Rights that Linktree shares with or makes accessible to you under these Terms:

is “Confidential Information” for the purpose of these Terms;
may only be disclosed or used by you for the Permitted Purpose; and
without limiting the above, must not be used or disclosed by you to develop or supply any product, service or offering that may act as a substitute or alternative to, or that otherwise competes with, the Linktree Service or or any of the products or services provided through the Linktree Service.

6 Publicity and Marketing

6.1 You must not register or purchase pay-per-click advertising keywords (including Google Ads), trade marks, email addresses, domain names, or URLs that use the Linktree Marks or any terms that may be confusingly similar to the Linktree Marks.

6.2 You must not make any public announcement or do any public marketing regarding the use or Integration of Licensed Materials on Your Platform without Linktree’s prior written consent.

‍7 Privacy

7.1 Subject to clause 7.2, if you receive any Linktree Content that contains Personal Data in connection with these Terms, including via any Integration of Your Link App or Your Platform with the Licensed Materials, then you will be a “data controller” for such Personal Data and you must:

ensure that you have given all notifications to, and obtained all consents from, relevant data subjects required in order for you to Process such Personal Data in accordance with all applicable Privacy Laws;
implement and maintain a privacy policy that complies with all applicable Privacy Laws, and only Process such Personal Data in accordance with that privacy policy; and
unless expressly permitted by the Permitted Purpose, not sell such Personal Data, or any insights derived from such Personal Data, or use such Personal Data for lead generation.

7.2 If the applicable Partner Agreement contemplates that you will act as a “data processor”, as that term is defined under applicable Privacy Laws, then clause 7.1 will not apply and you must comply with the Data Processing Agreement and Standard Contractual Clauses provided by Linktree.

7.3 If you provide or submit any of Your Content to us that contains Personal Data, including via any Integration of Your Platform with the Licensed Materials, you are responsible for giving all notifications to, and obtaining all consents from, relevant data subjects required for us to Process such Personal Data in accordance with all applicable Privacy Laws and our Privacy Notice.

7.4 You must implement and maintain reasonable technical and organisational security measures and controls to ensure that any data or content Processed by Your Platform (including Linktree Content and Your Content, and any Personal Data comprised in such data), is secure from Data Breaches.

7.5 If you become aware of any actual or suspected Data Breach affecting any Personal Data comprised within Linktree Content, you must:

notify us immediately in writing and disclose in such notice all information relevant to the actual or suspected Data Breach (including any Personal Data affected);
take all reasonable actions to investigate, remediate and assess the actual or suspected Data Breach, and comply with any of our reasonable directions in respect of such actions; and
provide all notifications to data subjects and regulators as required under applicable Privacy Laws, provided that you must not refer to Linktree in any such notification unless we give prior written approval of the notification.

7.6 Unless specifically permitted by the Permitted Purpose, Your Content must not contain any ‘special categories of information’, ‘sensitive information’ or similar types of information that are regulated to a higher standard than general Personal Data under any applicable Privacy Laws, including but not limited information relating to a person’s health, racial or ethnic origin, political opinions, religious beliefs, sexual orientation, or genetic or biometric characteristics.

8 Disclaimer, Liability and Indemnity

8.1 The Licensed Materials are provided on an “as-is” and “as available” basis, and without warranties of any kind whether express or implied. Without limiting the foregoing, we make no warranties that the Licensed Materials:

will be uninterrupted, error-free, secure or available at any particular time or location;
are free of Viruses, harmful components, errors or defects, or will be supported so as to remediate any such Viruses, harmful components, errors or defects;
are accurate, reliable, suitable, or fit for any purpose; or
will meet your requirements.

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8.2 Without limiting clause 8.1:

any reliance you place on the Licensed Materials is strictly at your own risk; and
we may make changes to the Licensed Materials from time to time, and we will use reasonable endeavours to provide you with notice of any Breaking Changes, but we accept no responsibility for any costs, expenses or liabilities you may suffer or incur as a result of such changes, including any Breaking Changes.

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8.3 Neither party is liable to the other for any indirect, punitive, special, incidental or consequential damage (including loss of business, revenue, profits, use, data, goodwill or other economic advantage) however it arises, whether for breach of contract or in tort (including negligence), even if the relevant party has been previously advised of the possibility of such damage.

8.4 In no event will our liability to you under or in connection with these Terms exceed $1,000 US dollars. This limitation applies regardless of whether your claim against us is based on contract, tort (including negligence) or otherwise.

8.4 You will indemnify and hold us and our subsidiaries, affiliates and licensors (those indemnified) harmless against any loss, liability or damage suffered or incurred by those indemnified, and any claim by a third party (including End Users) made against those indemnified arising in connection with:

your use of the Licensed Materials;
Your IP;
your breach of these Terms; and
your breach of any applicable laws, including Privacy Laws.

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8.6 These Terms apply to the maximum extent permitted by law. Nothing in these Terms is intended to exclude, restrict or modify rights which you may have under any law, which may not be excluded, restricted or modified by agreement. If these Terms are governed by the Australian Consumer Law and you are a “consumer” for the purpose of this law, our liability to you for failure to comply with a consumer guarantee in respect of any services is limited to the re-supply of the services or payment in lieu of such re-supply.

‍9 Term, Termination and Suspension

9.1 If you are a Managed Partner, these Terms will continue in effect during the term of a Partner Agreement, unless terminated earlier in accordance with the Partner Agreement or clauses 9.3 or 9.5. To avoid doubt, these Terms will automatically terminate upon termination or expiry of the Partner Agreement.

9.2 If you are not a Managed Partner, these Terms will continue in effect unless terminated in accordance with clauses 9.3 or 9.4.

9.3 Linktree may terminate or suspend a Partner Agreement and/or these Terms and/or your licence to the Licensed Materials at any time and for any reason upon 30 days prior written notice.

9.4 You may terminate these Terms at any time by complying with clause 3.4.

9.5 Without affecting any other right or remedy available to it, either party may suspend a Partner Agreement and/or these Terms by giving written notice to the other party, with immediate effect if the other party is in material breach (being a breach that is serious enough in the widest sense of having a serious effect on the benefit that the suspending party would otherwise have derived from the Partner Agreement or these Terms) of clause 3.2 (b) & (e) and 3.3 (b).

9.6 Upon suspension of a Partner Agreement and/or these Terms:

you must cease using the Licensed Materials and disable any Integration of the Licensed Materials (other than any Personal Data that you may lawfully continue to Process under your privacy policy); and
Linktree will disable Your Share Button and any of your Integrations with the Linktree Service.

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until both parties come to a mutual written agreement on the resumption of the Partner Agreement and/or Terms.

9.7 Without affecting any other right or remedy available to it, either party may terminate a Partner Agreement and/or these Terms by giving written notice to the other party:

with immediate effect if the other party is in material breach of the Partner Agreement and/or these Terms, and such breach is not remediable, or if the breach is remediable, and such breach is not rectified within 5 business days of being identified;
with immediate effect if the other party:
1. is insolvent, as defined under section 95A of the Corporations Act 2001 (Cth) or is otherwise unable to pay its debts as they fall due;
2. appoints a liquidator, administrator, controller, or receiver, or an application is made to wind up the company, or to declare that party bankrupt; or
3. ceases to carry on business or threatens to do so.

9.8 Upon termination of a Partner Agreement and/or these Terms:

you must cease using the Licensed Materials and disable any Integration of the Licensed Materials (other than any Personal Data that you may lawfully continue to Process under your privacy policy); and
each party must immediately permanently destroy all Confidential Information of the other party; and
Linktree will disable Your Share Button and any of your Integrations with the Linktree Service.

9.9 Upon termination or suspension, clauses which by their nature are intended to continue to apply will continue indefinitely, including but not limited to clauses 1.1, 2, 5, 6, 8 and 12.

‍10 Open Source Software

If applicable, the Licensed Materials provided to you may specify certain components of the APIs that are licensed under open source licences. If such open source licence terms expressly restrict the licensing of such components on other terms, the terms of the open source licence will apply to your access and use of those components, and will take priority over these Terms to the extent of any inconsistency.

‍11 Force Majeure Event

11.1 Neither party will be in breach of these Terms or be liable to the other party for any loss incurred by that other party as a direct result of a party (“Affected Party”) failing or being prevented, hindered or delayed in the performance of its obligations under these Terms where such prevention, hindrance or delay results from a Force Majeure Event.

11.2 If a Force Majeure Event occurs, the Affected Party must notify the other party (“Non-affected Party”) in writing as soon as practicable and that notice must state the particulars of the Force Majeure Event and the anticipated delay. If the delay due to the Force Majeure Event continues for 30 days, the Non-affected Party may terminate these Terms immediately on providing notice to the Affected Party.

‍12 General

12.1 Acknowledgement: You acknowledge and agree that these Terms are non-exclusive, and do not prevent Linktree from developing, publishing, selling and distributing applications, services or products the same or similar to Your Link App, Your Platforms or any other applications, services or products, or working with third parties who may compete with you.

12.2 Expenses: Each party will be responsible for its own expenses in relation to these Terms and the performance of its obligations.

12.3 Amendment: We may amend these Terms from time to time by updating this page. Your continued use of the Licensed Materials constitutes acceptance of such amendments. If you do not agree to the amendments, you must immediately stop using the Licensed Materials and notify us of your election to terminate in accordance with clause 9.4.

12.4 Exclusion of other terms: To avoid doubt, any of your terms or policies that are generally applicable to a person’s (including any End User’s) access to or use of Your Platform or Your Content are expressly excluded and will not bind us in respect of our access to and use of Your Platform and Your Content as contemplated by these Terms.

12.5 Entire agreement: These Terms, together with the Partner Agreement (where applicable), represent the entire agreement between you and us concerning its subject matter. All implied terms are expressly excluded except those implied by statute that cannot be expressly excluded.

12.6 Notices: We may deliver any notice or communication contemplated by these Terms to you via the email address you provide us in a Partner Agreement. You may deliver any notice or communication contemplated by these Terms to us by sending an email to API@linktr.ee or where applicable, to the Linktree contact set out in the Partner Agreement.

12.7 Waiver: Linktree’s failure to enforce any provision of these Terms will not be deemed a waiver of our ability to enforce the same provision of these Terms at a future date. Any waiver must be in writing, signed by the party granting the waiver and is only effective to the extent set out therein.

12.8 Severability: If any provision of these Terms is invalid under the law of any jurisdiction, then the provision is enforceable in that jurisdiction to the extent that it is not invalid, and to the extent it is not valid, then it will be severed from these Terms and the remainder of these Terms will continue to apply with such amendments as are strictly necessary to reflect the severance.

12.9 Relationship of the parties: The parties are and will remain independent contractors. Nothing in these Terms will be construed to create an agency, joint venture, partnership or other relationship between the parties, and you must not:

misrepresent to any person your relationship with us, including by representing that you are acting on our behalf; or
make any representations, guarantees or warranties on our behalf or in relation to the Licensed Materials or Linktree Service, or purport to bind us to any contractual obligations to any person.

12.10 Governing law and jurisdiction: These Terms and the Partner Agreement (where applicable) are governed by the law in force in Victoria, Australia. Each party irrevocably submits to the non-exclusive jurisdiction of courts exercising jurisdiction in Victoria, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with these Terms or the Partner Agreement.

13 Definitions and Interpretation

13.1 Definitions

The meaning of capitalised terms used in these Terms are set out below.

API — The application programming interfaces developed and made accessible by Linktree on the Developer Portal or otherwise, and any associated documentation or software.
Australian Consumer Law —The Australian Consumer Law under Schedule 2 of the Competition and Consumer Act 2010 (Cth).
Partner Agreement – The Partnership Agreement, between Linktree and you, which incorporates these Terms.
Breaking Changes — Any changes to the Licensed Materials that may break Your Link App’s or Share Button’s Integration with the relevant Licensed Materials.
Confidential Information — Any information that is marked, designated or that a reasonable person would consider is confidential, and includes the Licensed Materials and any other non-public information relating to our business or affairs.
Data Breach — A breach of security that leads to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, data or content transmitted, stored or otherwise Processed by you.
Data Processing Agreement — The Linktree data processing agreement, as amended from time to time by Linktree, available upon request.
Developer Tools — The software development kits (“SDKs”), plugins, frameworks, and other developer tools and associated documentation provided or made available by Linktree from time to time, to enable or assist you to use the Licensed Materials.
End Users — The end users of Your Content.
Force Majeure Event — Includes acts of God, flood, drought, earthquake or other natural disaster; epidemic or pandemic; terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war; fire or explosion; and any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause.
Integrate or Integration — In respect of Your Platform, any integration or interfacing with, or hosting, execution or Processing of, Licensed Material.
Intellectual Property Rights — All industrial and intellectual property rights throughout the world, including all copyright and analogous rights, all rights in relation to inventions or discoveries (including patent rights), designs, registered and unregistered trade marks (including service marks), trade names, brand names, indications of source or appellations of origin, know-how, software, circuit layouts and all other rights throughout the world resulting from intellectual activity in the industrial, scientific or artistic fields.
Linktree Marketplace — The marketplace made available by Linktree under which Linktree and third party developer apps are made available (including for purchase) to users of the Linktree Service and other third parties.
Licensed Materials — The APIs, Developer Tools and Linktree Content that Linktree makes available to you.
Linktree Content — All Developer Tools, content, data, documentation, code, materials, interfaces, configurations and any other information:
- provided or made accessible to you by us via the APIs or by any other means; and
- Personal Data collected by Linktree under and in accordance with our Privacy Notice, regardless of whether such Personal Data was provided by you or on your behalf, including via the APIs.
Linktree Marks — The registered and unregistered trade marks (including service marks), trade names, brand names, indications of source or appellations of origin used by Linktree, our subsidiaries, affiliates and licensors.
Linktree Service — The link-in-bio and content service available at www.linktr.ee that enables creators to direct their audiences to their most recent and relevant content.
Linktree Share Button — Means a button which enables your End Users to add their content from Your Platform (via a link) directly to their Linktree User Profile.
Linktree User Profiles — Means the pages that Linktree users are able to create using the Linktree Service.
Managed Partner — Means an entity that has entered into a Partner Agreement with Linktree.
Permitted Purpose — Has the meaning given in clause 4.2.
Personal Data — Has the meaning given to it under our Privacy Notice.
Privacy Laws — Any applicable law governing the Processing of Personal Data by a party in connection with this Agreement, which may include the Privacy Act 1988 (Cth), General Data Protection Regulation (EU) 2016/679, UK Data Protection Act 2018 (“DPA”), UK General Data Protection Regulation as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019, the Privacy and Electronic Communications Regulations 2003, and California Consumer Privacy Act (2018).
Privacy Notice — The Linktree privacy policy available at https://linktr.ee/s/privacy and https://linktr.ee/s/trust-centre.
Process — In respect of data or information, to perform any operation or set of operations, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
Standard Contractual Clauses — The Linktree standard contractual clauses, as amended from time to time by Linktree, available upon request.
Virus — Viruses, or any other software or computer code designed to corrupt, interrupt, destroy, or limit the functionality of any computer software, hardware or any other associated equipment.
Your Content — Any content, data or information provided by you or on your behalf to us in connection with these Terms, including via the APIs, but excluding Linktree Content.
Your IP — Your Platform, Your Content and Your Marks.
Your Marks — The registered and unregistered trade marks (including service marks), trade names, brand names, indications of source or appellations of origin used in your business.
Your Platform —The website and information technology platforms, including any associated applications, on which you make products and/or services available to End Users.

13.2 Interpretation

In these Terms:

headings in bold type are for convenience only and do not affect the interpretation of these terms and conditions;
the words “include” or “for example” or similar expressions do not limit what else is included.
a reference to:
1. the singular includes the plural and vice versa;
2. a gender includes all genders;
3. a person includes an individual, corporation or other body corporate, partnership, trust, joint venture, unincorporated body, government agency or other entity, whether or not it is a separate legal entity; and
4. a reference to any legislation, regulations, binding directions issued by government agencies, mandatory codes of conduct, or similar, includes all delegated instruments made under them and any amendments, consolidations, replacements or re-enactments of any of them.

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