Supplemental Terms and Conditions for Conversations – Facebook Messenger Integration

If you choose to integrate the ActiveCampaign Conversations Platform with Facebook Messenger, these Supplemental Terms and Conditions for Conversations – Facebook Messenger Integration (“Messenger Terms”) will apply to you. By clicking to accept these Messenger Terms, you acknowledge and agree that these Messenger Terms are incorporated by reference into the ActiveCampaign Conversations Terms and Conditions between ActiveCampaign, LLC, a Delaware limited liability company (“ActiveCampaign” “we” or “us”), and you (“Customer” or “you”) (the “Conversation Terms”), and that you are bound by them as of the date of your acceptance. Any capitalized terms not defined in these Messenger Terms will have the meaning provided in the Conversations Terms and the Facebook Agreements (as defined below), as applicable.

Your integration of our Conversations Platform with the Facebook Messenger platform allows you to continue conversing with your Contacts when you leave the ActiveCampaign platform while allowing you to retain your communications together in one, convenient place (“Integration”).

To enable and use this Integration, you must also comply with Facebook’s applicable terms, including but not limited to the Facebook Terms of Service, the Facebook Commercial Terms, the Facebook Platform Terms, the Business Tools Terms, and any Facebook Product terms that are otherwise applicable (collectively, the “Facebook Agreements”). Any violation of one or more Facebook Agreements will be deemed a violation of the Conversations Terms (as incorporating these Messenger Terms) and the ActiveCampaign Terms of Service which you have agreed to.

By accepting these Messenger Terms and otherwise enabling the Integration, you explicitly authorize ActiveCampaign to share your data and the data of your Contacts (including personal data as applicable) with Facebook, Inc. and to receive such data, including Platform Data (as defined in the Facebook Agreements), from Facebook as a part of the Integration.

Customer Obligations

In using this Integration, you must comply with all applicable requirements and obligations imposed on you by the Facebook Agreements as well as those required for compliance with any of our own agreements (including the Conversations Terms and the ActiveCampaign Terms of Service). In using this Integration, some of these obligations and restrictions include to, and you will:

• Follow any instructions included in Facebook’s technical documentation;
• Not contact people in Messenger unless you have the necessary consent to do so, which includes, but is not limited to, the consent requirements in our Consent Policy, as well as those required of you by applicable law;
• Immediately respect all requests (either on Messenger or off) by people to block, discontinue, or otherwise opt out of your using Messenger to communicate with them;
• Not license, sell or resell this Integration or access to this Integration without the express prior written consent of ActiveCampaign;
• Not use this Integration with Contacts to facilitate conversations involving or with healthcare providers or any other entity subject to laws governing health information, or to send or collect any patient data obtained from healthcare providers or any other entity subject to laws governing health information or to otherwise transmit any Protected Health Information (as defined in accordance with the Health Insurance Portability and Accountability Act of 1996); and
• Not use this Integration to request, solicit, collect, exchange, disclose, store, process, or transmit any payment or financial information.

Indemnification

In addition to your indemnification obligations under the ActiveCampaign Terms of Service, to the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless ActiveCampaign, our parent, subsidiaries and affiliates, and each of our respective officers, directors, agents, partners and employees (individually and collectively, the “ActiveCampaign Parties”) from and against any loss, liability, claim, demand, damages, expenses or costs (collectively, “Claims”) arising out of or related to (a) your access to or use of the Facebook Messenger platform; (b) your violation of the Facebook Agreements; (c) your violation of these Messenger Terms; (d) your Integration; or (e) your conduct in connection with our Services, including, without limitation, resulting from your negligence or willful misconduct. You will promptly notify the ActiveCampaign Parties of any third-party Claims, cooperate with ActiveCampaign Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys’ fees). The ActiveCampaign Parties will have control of the defense or settlement of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in any of our Terms or Service or any written agreement between you and ActiveCampaign or the other ActiveCampaign Parties.

Customer Warranties

In addition to your representations and warranties in the ActiveCampaign Terms of Service, you make the following additional warranties with respect to your Integration:

• Customer represents and warrants that at all times during the term of its Integration, Customer’s installation, configuration, disclosure, and use of Facebook Messenger and any data, including personal data and Platform Data, will comply with the Facebook Agreements and these Messenger Terms.
• Customer represents and warrants that before transmitting Customer Data or Contact Data using the Conversations Platform and Facebook Messenger, and at all times thereafter, it will provide and maintain all necessary disclosures and obtain all legally required consents or authorizations under applicable law from each user regarding the disclosure and use of the Contact Data, Platform Data, and Customer Data by ActiveCampaign and its service providers.
• Customer represents and warrants that at all times while these Messenger Terms are in effect, Customer shall (a) maintain and adhere to all commercially reasonable security measures to protect Customer Data, Platform Data, and Contact Data from tampering, unauthorized control or any other unauthorized access and (b) comply with all applicable laws.

DISCLAIMER

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NONE OF THE ACTIVECAMPAIGN PARTIES WILL BE LIABLE FOR ANY DAMAGES (ACTUAL, DIRECT, INDIRECT AND CONSEQUENTIAL), CLAIMS, DEMANDS, AWARDS, SETTLEMENTS, COSTS, EXPENSES OR OTHER LIABILITY RESULTING FROM OR ARISING OUT OF ANY DISPUTES, ALLEGATIONS OR OTHER CLAIMS (A) BETWEEN YOU AND YOUR CONTACTS OR OTHER USERS OR (B) BETWEEN YOU AND FACEBOOK, INC., IN EACH CASE AS THEY RELATE TO THE INTEGRATION OR THESE MESSENGER TERMS, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO PLATFORM DATA, CUSTOMER DATA, AND CONTACT DATA, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND REGARDLESS OF WHETHER THE ACTIVECAMPAIGN PARTIES WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR OTHER LIABILITY.