Conversations Terms and Conditions

The ActiveCampaign Conversations Terms and Conditions (these “Terms”) is an agreement between ActiveCampaign, LLC, a Delaware limited liability company (“ActiveCampaign” “we” or “us”), and you (“Customer” or “you”), dated as of the date you indicate acceptance by clicking through these Terms (“Effective Date”). Your use of the software as a service solution provided by ActiveCampaign under this Agreement including the application and mobile application which allow Customer to engage in real-time conversations with Contacts, and retain and monitor transcripts of conversations with Contacts, together with any improvements, updates, bug fixes or upgrades thereto (“Conversations Platform”) is subject to these Terms and any other agreement, subscription or ordering document between Customer and ActiveCampaign, including but not limited to the ActiveCampaign Terms of Service, the ActiveCampaign Acceptable Use Policy, the ActiveCampaign Consent Policy, and the ActiveCampaign Anti-Spam Policy, (collectively, the “ActiveCampaign Policies”) and all amendments and addenda thereto (collectively, this “Agreement”). ActiveCampaign and Customer are sometimes referred to collectively as the “Parties” and individually as a “Party.”

This Agreement may only be modified in accordance with the provisions within Section 20 of the Terms of Service.

ActiveCampaign and Customer agree as follows:

Section 1. Definitions

Capitalized terms will have the meanings in the context where they are first used in this Agreement, or within the ActiveCampaign Terms of Service. If there is any conflict between these Terms and the terms and conditions elsewhere in the Agreement, these Terms shall solely govern in respect of the Conversations Platform.

Section 2. Customer’s Rights in the Conversations Platform

2.1 Rights to Use the Conversations Platform. ActiveCampaign hereby grants to Customer a limited, nonexclusive, nontransferable, non-sublicensable, revocable right during the Term to:

(a) access and use the Conversations Platform, including the associated mobile application; and

(b) enable up to the number of employees or other designees specified by Customer (“Authorized Users” or “Seats”) on the payments processing page to create an Account (a single user’s electronic account permitting Customer or Authorized Users to access and use the Conversations Platform, hereinafter, “Account”). and access and use the Conversations Platform. Customer is responsible for all Authorized Users’ compliance with this Agreement.

2.2 Restrictions; Limitations. Customer may not use the Conversations Platform in any manner or for any purpose other than as expressly permitted by this Agreement. Under no circumstances shall Customer use the Conversations Platform to process, store, or transmit any (i) protected health information as that term is defined in the Health Insurance Portability and Accountability Act of 1996 (HIPAA), and any implementing regulations, (ii) any personal data defined as “special categories of data” under the EU General Data Protection Regulation including, but not limited to, personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, and the processing of genetic data, biometric data for the purpose of uniquely identifying a natural person, data concerning health or data concerning a natural person’s sex life or sexual orientation, and (iii) any information otherwise considered sensitive personal information (“Prohibited Data”) or in contravention of the Terms of Service, including Section 5, “Prohibited Content” thereof. Without limiting the foregoing, the rights granted under this Section 2 do not include or authorize: (a) modifying, disassembling, decompiling, reverse engineering or otherwise making any derivative use of the Conversations Platform or using or accessing the Conversations Platform to build a competitive product or service; (b) using any data mining, robots or similar data gathering or extraction methods except as provided by the Conversations Platform; (c) downloading (other than page caching) of any portion of the Conversations Platform or any information contained on the Conversations Platform without ActiveCampaign’s explicit approval; (d) performing or disclosing any benchmarking or performance testing of the Conversations Platform; (e) selling, licensing, renting, leasing, assigning, distributing, displaying, hosting, disclosing, outsourcing or otherwise commercially exploiting the Conversations Platform or any data or information collected through the interaction with any actual or prospective clients of Customer with whom Customer interacts using the Conversations Platform or the ActiveCampaign Services (“Contacts”) imported into the ActiveCampaign Services or the Conversations Platform, including any sensitive, confidential, or personally identifiable information provided by Contacts that is transmitted by, processed in some way, or stored in electronic media (“Contact Data”) except as authorized in this Agreement; or (f) using the Conversations Platform other than for its intended use or in violation of applicable law. During and after the Term, Customer will not assert, nor authorize, assist or encourage any third party to assert, against ActiveCampaign or any of its affiliates, directors, officers, or employees, any patent infringement or other intellectual property infringement claim regarding the Conversations Platform that Customer or any Authorized User has used. The rights granted to Customer under this Section 2 are conditioned on Customer’s continued compliance with this Agreement (including, without limitation, Authorized Users’ compliance with this Agreement) and the Terms of Service, and such rights will immediately and automatically terminate if Customer does not comply with any material term or condition of this Agreement.

2.3 Changes to Conversations Platform. ActiveCampaign may change the Conversations Platform from time to time, including changing or removing features or functionality from the Conversations Platform. ActiveCampaign will notify Customer of any discontinuation of the Conversations Platform.

2.4 Suspension or Termination of Use of Conversations Platform. ActiveCampaign may, in its sole discretion, immediately suspend or terminate access to or use of the Conversations Platform by Customer or any Authorized User if Customer or any Authorized User violates a material restriction or obligation of Customer or Authorized Users in this Agreement (including without limitation any ActiveCampaign Policies), or if in ActiveCampaign’s reasonable judgment, the Conversations Platform or any component thereof is about to suffer a significant threat to security or functionality. ActiveCampaign will provide advance notice to Customer of any such suspension in ActiveCampaign’s reasonable discretion based on the nature of the circumstances giving rise to the suspension. ActiveCampaign will use reasonable efforts to re-establish the affected Conversations Platform promptly after ActiveCampaign determines, in its reasonable discretion, that the situation giving rise to the suspension has been cured. Any suspension or termination by ActiveCampaign under this Section 2.4 will not excuse Customer from its obligation to make payment(s) under this Agreement. If any Authorized User breaches any term or condition of the Policies, then, in addition to any other remedies available to ActiveCampaign, ActiveCampaign will have the right, in its sole discretion, to immediately suspend access to the Conversations Platform by the Authorized User who failed to comply with the terms and conditions of the ActiveCampaign Policies.

2.5 Customer Obligations. Customer’s ability to use the Conversations Platform is contingent upon its compliance with the following obligations, including those referenced within the Terms of Service.

(a) Compliance. Customer shall comply with all applicable laws in the performance of its obligations hereunder, and shall ensure that each of the following complies with all applicable law, including the requirements within Section 5.2 of the Terms of Service (Compliance with Laws): (i) the use of the Conversations Platform and all related features and functionality as it relates to communications with Authorized Users and Contacts; (ii) the terms and conditions applicable to its own platform or marketing or customer relationship management initiatives; (iii) and all end user materials related to the Conversations Platform, including, without limitation, all marketing and informational materials and disclosures.

(b) Notification of End User Misconduct. Customer shall notify ActiveCampaign promptly if Customer becomes aware of any end user or Account that engages in (or that Customer reasonably believes has engaged in) activity that is illegal, fraudulent, malicious, or violative of applicable law. Customer shall promptly notify ActiveCampaign if it becomes aware of any actual or reasonably suspected use, reproduction, modification, distribution, disposition, possession, examination, integration, inspection, viewing, disclosure or other activity involving the Conversations Platform or documentation of ActiveCampaign that is not expressly authorized under the Agreement or otherwise in writing by ActiveCampaign (“Unauthorized Use”) of its account, usernames or passwords, or any other breach or reasonably suspected breach of security related to the Conversations Platform. ActiveCampaign will not be liable for any loss or damage arising from Unauthorized Use of accounts, usernames or passwords, or corresponding violation of applicable law by Customer, Authorized Users, or Contacts.

(c) Proper Implementation. Customer shall promptly fix any bugs in its implementation of the Conversations Platform or software that causes such services to be accessed in a way that is not consistent with ActiveCampaign’s instructions or is otherwise materially detrimental to the performance of the Conversations Platform.

(d) Content Notices. Customer is responsible for processing and handling notices it receives from any third party claiming that Customer’s or its Authorized User’s content in connection with the Conversations Platform violates such party’s rights including without limitation, notices pursuant to the Digital Millennium Copyright Act and notices pursuant to communications received under the Telephone Consumer Protection Act. ActiveCampaign reserves the right to block and immediately terminate without refund in the case of any paid account, any data or information provided by Customer or any Authorized User to ActiveCampaign collected through the Conversations Platform, or otherwise (“Customer Data”), Contact Data, or Account that violates the terms of this Section 2.

Section 3. Eligibility; Registration; Support; Data Practices; ActiveCampaign Responsibilities

3.1 Eligibility. In order to be eligible to use Conversations, Customer must be an ActiveCampaign customer. Customer acknowledges and agrees that it remains subject to the Eligibility and Authority requirements within Section 1 of the Terms of Service with respect to its use of Conversations.

3.2 Registration. In order to access and use the Conversations Platform, Customer will need to register for an Account through the Services for each Seat or Authorized User. Each Account may only be used based on the number of Seats or Authorizes Users purchased – a single Account shared by multiple people is not permitted. Customer will ensure that Customer and each Authorized User that is invited to register for an Account: (a) provide accurate, truthful, current and complete information when creating an Account; (b) maintain and promptly update all Account information; (c) maintain the security of the Account by not sharing its password with others and restricting access to the Account and their respective electronic device, computer, or mobile device; (d) promptly notify ActiveCampaign if Customer or any Authorized User discovers or otherwise suspects any security breaches related to such user’s Account; and (e) take responsibility for all activities that occur under such user’s Account and accept all risks of unauthorized access, prohibited Content or Prohibited Data, and other requirements under applicable Law. Each Account login password should be chosen carefully and not contain any personal or other information that may be easily guessed by anyone else. ActiveCampaign may prohibit an Authorized User’s access to and use of the Conversations Platform at any time for any reason, including upon request from Customer. If an Authorized User’s right to access and use the Conversations Platform is terminated, the terms set forth in Section 6.3 will continue to apply to the terminated Authorized User.

3.3 Violations. Customer is responsible for any access or use of the Conversations Platform under each Authorized User’s Account, including by any third parties that use any Authorized User’s Account. The acts or omissions of any Authorized User or third party under an Authorized User’s Account are considered the Authorized User’s acts or omissions, as applicable.

3.4 Equipment. Customer is responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Conversations Platform, including, without limitation, modems, hardware, servers, software, networking (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Accounts, passwords (including but not limited to administrative, Customer and Authorized User passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

3.5 ActiveCampaign Personnel. ActiveCampaign is responsible for the performance of its employees and contractors and their compliance with ActiveCampaign’s obligations under this Agreement. ActiveCampaign may use non-employee contractors or agents for the purpose of providing the Conversations Platform hereunder.

3.6 ActiveCampaign Privacy Policy. Customer will refer to ActiveCampaign’s Privacy Policy and Cookie Policy for additional information on how ActiveCampaign collects, uses, discloses, and otherwise process personal information of Customers.

Section 4. Fees, Payments and Taxes

4.1 Conversations Subscription. ActiveCampaign offers a subscription plan for access and use of the Conversations Platform (each, a “Conversations Subscription”) on a monthly or other periodic basis (the “Conversations Subscription Period”) in accordance with the subscription plan selected by Customer on the payment processing and order confirmation page. Customer will pay the fees for its Conversations Subscription to the Conversations Platform as specified in its subscription order.

4.2 Pricing and Availability. All prices are shown in U.S. dollars and applicable taxes and other charges, if any, are additional. ActiveCampaign reserves the right to change the fees or applicable charges and to institute new charges and fees at the end of each Conversations Subscription Period, upon thirty (30) days prior notice to Customer (which may be sent by email). If ActiveCampaign exercises its rights under this Section 4.2, Customer may cancel its subscription any time between receipt of the notice and the renewal date of the Conversations Subscription.

4.3 Taxes. Customer is responsible for any sales, duty or other governmental taxes or fees due with respect to Customer’s purchase of a Conversations Subscription. ActiveCampaign will collect applicable sales tax if it determines that ActiveCampaign has a duty to collect sales tax. ActiveCampaign will present any taxes that it is required to collect at checkout, but note that actual taxes charged may be adjusted from the amount shown at checkout. Several factors may cause this, such as variances between processor programs and changes in tax rates.

Section 5. Term and Termination

The term of this Agreement will commence on the Effective Date and will continue for so long as a Conversations Subscription Period is in effect unless and until terminated pursuant to Section 2.4 of these Terms or as permitted in the Terms of Service (the “Term”).

Section 6. Ownership

6.1 The Conversations Platform. As between ActiveCampaign and Customer, ActiveCampaign owns all right, title, and interest in and to the Conversations Platform, together with any related patent, copyright, trademark, service mark, trade name, trade secret, know-how, moral right or other intellectual property right under the laws of any jurisdiction, whether registered, unregistered, statutory, common law or otherwise (including any rights to sue, recover damages or obtain relief for any past infringement, and any rights under any application, assignment, license, legal opinion or search) (“Intellectual Property Rights”). Except as otherwise specified in Sections 2.1 of these Terms, Customer does not obtain any other rights under this Agreement from ActiveCampaign to the Conversations Platform, including any related Intellectual Property Rights, whether by implication, estoppel, waiver or otherwise.

6.2 Additional Protection of Proprietary Rights. Customer will not infringe or violate, and will take appropriate steps and precautions for the protection of, the Conversations Platform and related Intellectual Property Rights . Customer will immediately notify ActiveCampaign of any Unauthorized Use that comes to Customer’s attention. In the event of any Unauthorized Use relating to the activities of Customer, Authorized Users or Contacts, Customer will take all steps reasonably necessary to terminate such Unauthorized Use. Customer will immediately notify ActiveCampaign of any legal proceeding initiated by Customer in connection with any such Unauthorized Use. ActiveCampaign may, at its option and expense, assume control of such proceeding. If ActiveCampaign assumes such control, ActiveCampaign will have exclusive control over the prosecution and settlement of the proceeding, and Customer will provide such assistance related to such proceeding as ActiveCampaign may reasonably request. Customer will assist ActiveCampaign in enforcing any settlement or order made in connection with such proceeding.

6.3 Contact Data and Customer Data.

(a) In connection with the Conversations Platform, ActiveCampaign will process Contact Data and Customer Data submitted by Customer or an Authorized User. Customer will own all Contact Data and hereby instructs and authorizes ActiveCampaign and its service providers to: (i) process Contact Data and Customer Data to provide and maintain the Conversations Platform to Customer and its Contacts; (ii) provide services to and communicate with Authorized Users about their Accounts and ActiveCampaign products and services; and (iii) collect, analyze, and use aggregated data relating to the delivery of the Conversations Platform including without limitation to monitor the performance of the Conversations Platform, understand natural language, improve the Conversations Platform, improve integration with other ActiveCampaign products and services, and develop new product and service offerings (collectively, the “Purpose”). As between ActiveCampaign and Customer, Customer retains all right, title and interest in and to any Contact Data and Customer Data.

(b) ActiveCampaign reserves the right to: (i) disclose Contact Data and Customer Data to its Affiliates, service providers and in accordance with applicable law or court order, including in response to a subpoena by a government authority; (ii) disclose data provided to the Conversations Platform in an aggregated or de-identified manner to third parties; and (iii) store Contact Data and Customer Data in the United States and other countries.

(c) Customer hereby grants to ActiveCampaign a perpetual, irrevocable, nonexclusive license to collect, use, store, maintain, and make Contact Data and Customer Data available to third parties as authorized by the Purpose.

• By using or distributing access to the Conversations Platform, Customer represents and warrants that it has obtained all required permissions and consents under applicable law from Contacts, including other end users and third parties using the Conversations Platform) and Authorized Users (as applicable), to allow all Contact Data and Customer Data (including personal information) to be transferred to and processed in the United States or any other country in which ActiveCampaign operates, where Contacts, Customer or Authorized Users may have fewer rights than under local law.
• By using or distributing access to the Conversations Platform, Customer represents and warrants that Customer will provide all legally required notices to ensure that Customer and ActiveCampaign may collect, use and disclose Contact Data and Customer Data in accordance with the terms of this Agreement without violating any applicable laws, including by providing notice of a privacy policy that accurately describes how Customer collects, uses and discloses information (including Contact Data and Customer Data) from Contacts and Authorized Users, as applicable, as well as any required notice, including those pertaining to stored or recorded electronic communications, relating to communications with Contacts. Without limiting the generality of the foregoing, Customer will ensure that Customer’s privacy policy discloses that information (including Contact Data and Customer Data) from Contacts and Authorized Users may be shared with ActiveCampaign, including as described in this Section 6.3. Customer’s privacy policy will apply to all of Customer’s interactions with Contacts and Authorized Users.

(d) To the extent any Contact Data or Customer Data includes personal data received from the European Union (“EU Data”), prior to using the Conversations Platform to process any EU Data, Customer will first execute a Data Protection Addendum with ActiveCampaign. Customer will be deemed a data controller of such EU Data and ActiveCampaign will be deemed a data processor of such EU Data. ActiveCampaign will only use Contact Data and Customer Data for the Purpose and as otherwise authorized under this Agreement. ActiveCampaign will provide at least the same level of protection for EU Data as is required by the relevant principles of the EU-U.S. Privacy Shield Principles established by the European Commission and the United States Department of Commerce. If ActiveCampaign determines that it can no longer provide this level of protection, ActiveCampaign will notify Customer of this determination, and will cooperate with Customer’ reasonable requests regarding the discontinuance or remediation of further processing of EU Data under this Agreement.

Section 7. Customer Warranties

7.1 Customer represents and warrants that at all times during the Term, Customer’s installation, configuration, and use of Conversations Platform shall (i) conform to the applicable specifications set forth in the documentation applicable to Customer’s use, and (ii) comply with all license and use restrictions with respect to any software or services acquired or licensed by ActiveCampaign from a third party that is included in Conversations Platform or otherwise made available to Customer or its Authorized Users (“Third Party Services”) used by, or incorporated into, the Conversations Platform that ActiveCampaign has provided to Customer.

7.2 Customer represents, warrants and covenants that, prior to transmitting Customer Data or Contact Data using the Conversations Platform and at all times thereafter, it will provide all necessary disclosures and obtain all legally required consents under applicable law from each user regarding the disclosures and uses of the Contact Data and Customer Data by ActiveCampaign and its service providers.

7.3 Customer represents and warrants that, at all times while this Agreement is in effect, Customer shall maintain and adhere to all commercially reasonable security measures to protect Customer Data and Contact Data and the data contained therein from unauthorized control, tampering, or any other unauthorized access, including, without limitation, compliance with applicable laws.

Section 8. Limitations of Liability

ANY LIABILITY RELATING TO YOUR USE OF THE CONVERSATIONS PLATFORM OR THE PERFORMANCE OF SERVICES BY ACTIVECAMPAIGN WILL BE SUBJECT TO THE LIMITATIONS OF LIABILITY SET FORTH IN SECTION 13 OF THE TERMS OF SERVICE.

Section 9 Disclaimers

ACTIVECAMPAIGN DOES NOT CONTROL, ENDORSE OR TAKE RESPONSIBILITY FOR ANY MARKETING CONTENT, THIRD-PARTY CONTENT OR THIRD-PARTY SERVICES MADE AVAILABLE ON OR LINKED TO BY OUR SERVICES. THE USE OF THE SERVICES IS AT CUSTOMER’S SOLE RISK. ACTIVECAMPAIGN SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IN ADDITION, ACTIVECAMPAIGN DOES NOT REPRESENT OR WARRANT THAT THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR- FREE. WHILE ACTIVECAMPAIGN ATTEMPTS TO MAKE CUSTOMER ACCESS TO AND USE OF THE SERVICES SAFE, ACTIVECAMPAIGN CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE SERVICES OR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CUSTOMER ASSUMES THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICES. AS BETWEEN CUSTOMER AND ACTIVECAMPAIGN, CUSTOMER WILL BE SOLELY RESPONSIBLE FOR RESPONDING TO AND HONORING ALL REQUESTS RELATING TO THE RIGHTS OF CUSTOMER’S CONTACTS AND THEIR PERSONAL DATA PURSUANT TO AND IN ACCORDANCE WITH APPLICABLE DATA PROTECTION LAWS.

Section 10 Release

To the fullest extent permitted by applicable law, Customer releases ActiveCampaign and the other ActiveCampaign Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users or Contacts and the acts or omissions of third parties. Customer expressly waives any rights it may have under California Civil Code § 1542 as well as any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which Customer may know or suspect to exist in Customer’s favor at the time of agreeing to this release.

Section 11. Additional Terms for Conversations Platform, Mobile Application

Additional Terms Applicable to Mobile Devices

The following terms apply if Customer installs, accesses or uses the Conversations Platform mobile application on any device that contains the iOS mobile operating system (the “iOS App”) developed by Apple Inc. (“Apple”).

11.1 Acknowledgement. Customer acknowledges that these Terms are concluded solely between the Parties, and not with Apple, and that ActiveCampaign, not Apple, is solely responsible for the iOS App and the content thereof. Customer further acknowledges that the usage rules for the iOS App are subject to any additional restrictions set forth in the Usage Rules for the Apple iOS App Store Terms of Service as of the date Customer downloads the App, and in the event of any conflict, the Usage Rules in the App Store will govern if they are more restrictive. You acknowledge and agree that you have had the opportunity to review the Usage Rules.

11.2 Scope of License. The license granted to Customer is limited to a non-transferable license to use the iOS App on any iPhone, iPod touch or iPad that Customer owns or control as permitted by the Usage Rules set forth in the Apple App Store Terms of Service.

11.3 Maintenance and Support. Customer and ActiveCampaign acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.

11.4 Warranty. Customer acknowledges that Apple is not responsible for any product warranties, whether express or implied by law, with respect to the App. In the event of any failure of the iOS App to conform to any applicable warranty, Customer may notify Apple, and Apple will refund the purchase price, if any, paid to Apple for the iOS App by Customer; and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. The Parties acknowledge that to the extent that there are any applicable warranties, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any such applicable warranty would be the sole responsibility of ActiveCampaign. However, Customer understands and agrees that in accordance with these Terms, ActiveCampaign has disclaimed all warranties of any kind with respect to the App, and therefore, there are no warranties applicable to the App.

11.5 Product Claims. Customer and ActiveCampaign acknowledge that as between Apple and ActiveCampaign, ActiveCampaign, not Apple, is responsible for addressing any claims relating to the iOS App or Customer’s possession and/or use of the iOS App, including, but not limited to (a) product liability claims, (b) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection or similar legislation.

11.6 Intellectual Property Rights. The Parties acknowledge that, in the event of any third-party claim that the iOS App or Customer’s possession and use of the iOS App infringe that third party’s intellectual property rights, ActiveCampaign, and not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required under these Terms.

11.7 Legal Compliance. Customer represents and warrants that (a) Customer are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and (b) Customer is not listed on any U.S. Government list of prohibited or restricted parties.

11.8 Developer Name and Address. Any questions, complaints or claims with respect to the iOS App should be directed to:

ActiveCampaign, LLC
1N. Dearborn St.
Fifth Floor
Chicago, IL 60602
info@activecampaign.com 

11.9 Third-Party Terms of Agreement. Customer agrees to comply with any applicable third-party terms when using the Services.

11.10 Third-Party Beneficiary. The Parties acknowledge and agree that Apple, and Apple’s subsidiaries, are third- party beneficiaries of these Terms, and that, upon Customer’s acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against Customer as a third-party beneficiary thereof).

The following terms apply if Customer installs, accesses or uses the Conversations Platform mobile application on any device that contains the Android mobile operating system (the “Android App”) developed by Google, Inc. (“Google”):

11.11. Acknowledgement. Customer acknowledges that these Terms are between Customer and ActiveCampaign only, and not with Google.

11.12. Use of Android App. Customer’s use of the Android App must comply with Google’s then-current Android Market Terms of Service.

11.13. Google. Google is only a provider of the Android Market where Customer obtained the Android App. ActiveCampaign, and not Google, are solely responsible for our Android App and the Conversations Platform and Content available thereon. Google has no obligation or liability to Customer with respect to the Android App or these Terms.

11.14. Third Party Beneficiaries. Customer acknowledges and agrees that Google is a third-party beneficiary to the Terms as they relate to the Android App.

Section 12. General Provisions

12.1 Independent Contractors. Each Party is an independent contractor and not a partner or agent of the other. Neither Party is authorized to, and will not, enter into or incur any agreement, contract, commitment, obligation or liability in the name of or otherwise on behalf of the other Party.

12.2 Applicable Law; Dispute Resolution. This Agreement is subject to in all respects the dispute resolution and binding arbitration provisions within Section 18 of the Terms of Service.

12.3 Compliance with Export Controls and OFAC Regulations. The Conversations Platform is subject to the trade laws and regulations of the United States and other countries, including the Export Administration Regulations (EAR, 15 CFR Part 730 et seq.) and the sanctions programs administered by the Office of Foreign Assets Control (OFAC, 31 CFR Part 500). Customer agrees that it will not import, export, re-export, transfer or otherwise use the Conversations Platform in violation of these laws and regulations, including by engaging in any unauthorized dealing involving (i) a U.S. embargoed country, (ii) a party included on any restricted person list, such as the OFAC Specially Designated Nationals List, or the Commerce Department’s Denied Persons List or Entity List, or (iii) the design, development, manufacture, or production of nuclear, missile, or chemical or biological weapons. By using the Conversations Platform, Customer represents and warrants that Customer is not located in any such country or on any such list. Customer will not engage in activity that would cause ActiveCampaign to be violation of these laws and regulations.

12.4 Entire Agreement. This Agreement constitutes the complete and exclusive statement of all mutual understandings between the Parties with respect to its subject matter, and supersedes all prior or contemporaneous