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Legal

Reseller Partner Agreement

Last updated: June 27, 2019

The ActiveCampaign Branded Reseller Program

What is it?

The ActiveCampaign Branded Reseller Program provides the opportunity for you to create your own business around ActiveCampaign’s suite of web-hosted marketing automation solutions (the “Services”) and related tools and platforms and bring marketing automation to your clients. Resellers purchase discounted accounts for access to the Services and bill their own clients directly or through a third party.

What does an ActiveCampaign reseller do?

As an ActiveCampaign reseller you are able to resell access and use of the Services by incorporating our Services into your own marketing efforts as part of a value-added solution at a volume discount. By signing up for the reseller program, you are allowed to create ActiveCampaign accounts for the Services on behalf of your clients.

Resellers are given the ability to develop added-value features for their clients in the form of automation recipes and e-mail templates, which Reseller can submit to ActiveCampaign for publication on the ActiveCampaign marketplace for others to use.

Clients obtaining ActiveCampaign branded accounts through you will be subject to the same terms of service, guidelines, and use policies as if they purchased the Services directly through ActiveCampaign. It is the responsibility of the reseller to inform its clients of these terms of service, guidelines, and use policies.

What does ActiveCampaign do to help resellers be successful?

ActiveCampaign will provide a discount to resellers depending on how many currently active accounts they enroll. As you add more active accounts, the discount for each account increases. We may revise or change our pricing and discount structure at any time in our discretion.

The first active account is full price
At least two active accounts, discounted at 25% off the monthly fee
At least 25 total active accounts, discounted at 35% off the monthly fee
At least 50 total active accounts, discounted at 45% off the monthly fee
100 or more total active accounts, discounted at 55% off the monthly fee

We also want to provide rewards for resellers that go above and beyond the average. From time to time, ActiveCampaign may review resellers’ eligibility for rewards and other incentives that we may offer. ActiveCampaign may offer these rewards and incentives in our discretion.

For resellers seeking the option of white labeling the Services with their own branding, they are able to do so under our White Label Reseller Program.

ActiveCampaign is not able to provide assistance with billing issues, upgrades, or cancellations for clients who have purchased service from a reseller. We can, however, provide customer service directly to you as a Reseller as the need arises.

ActiveCampaign Branded Reseller Program Agreement

This ActiveCampaign Branded Reseller Program Agreement (this “Agreement”) contains the complete terms and conditions that apply to your participation in ActiveCampaign’s Branded Reseller Program for the resale of ActiveCampaign’s suite of web-hosted marketing automation solutions (the “Services”) and related tools and platforms which we make available from time to time for use in connection with the Services, including our Conversations Platform (collectively, “Tools”).

As used in this Agreement, “we,” “us” or “ActiveCampaign” means ActiveCampaign, LLC and “you,” “your” or “Reseller,” means you as the reseller participating in this program. “Reseller Site” individually and collectively means your website(s), your services, e-mail communications, and/or software applications. “Reseller Program” means the program we manage or control by which participating entities may be given volume discounts for reselling access and use of our Services and the Tools using ActiveCampaign branding to their end user customers (“Clients”).

PLEASE READ THESE TERMS CAREFULLY. BY SIGNING UP FOR A RESELLER ACCOUNT AND CLICKING “ACCEPT” BELOW, YOU HEREBY AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, AS MAY BE SUPPLEMENTED OR REVISED BY ACTIVECAMPAIGN FROM TIME TO TIME. YOUR CONTINUED PARTICIPATION IN THE RESELLER PROGRAM CONSTITUTES CONSIDERATION AND YOUR ACCEPTANCE OF THESE SUPPLEMENTAL OR REVISED TERMS. IF YOU DO NOT AGREE TO THESE TERMS, INCLUDING THE MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER IN SECTION 12, PLEASE DO NOT PARTICIPATE IN THE RESELLER PROGRAM OR OTHERWISE STOP YOUR ACTIVITIES PURSUANT TO THIS AGREEMENT.

1. Participation

You must sign up for an account to join the Reseller Program. In signing up for an account and accepting the terms and conditions of this Agreement, you are also agreeing to be bound by ActiveCampaign’s standard Terms of Service, including our Acceptable Use Policy, Privacy Policy, Consent Policy, Anti-Spam Policy, and Minimum-Advertised Price Policy, and, if you use or provide the Conversations Platform, the ActiveCampaign Conversations Terms and Conditions (collectively, the “ActiveCampaign Terms”). Once registered, and we have approved your enrollment, you become a participant in the Reseller Program and will have access to our Reseller Program Portal.

2. Resale

(a) Subject to the terms and conditions of this Agreement, we grant you the non-exclusive and non-transferable right to market, promote, and resell use of the Services and the Tools to your Clients as part of a value-added solution you create by enrolling ActiveCampaign accounts on your Client’s behalf through our Reseller Program Portal (each a “Client Account”). For clarity, any reference to the resale of the Services or the Tools or reselling the Services or the Tools means reselling the right to access and use the Services or the Tools as provided by ActiveCampaign and not the actual sale or transfer of any software, technology, or documentation associated with the Services or the Tools. You are only permitted to resell the Services and/or the Tools to Clients who are not current subscribers or previous subscribers of any of the ActiveCampaign Services and/or the Tools within the 24-month period before the date of enrollment.

(b) You must have a written customer agreement with each of your Clients providing that the Client’s use of the ActiveCampaign Services and/or the Tools is subject to the Client’s agreement to the ActiveCampaign Terms. In any customer agreement you have with your Clients, you will provide a prominent link to the ActiveCampaign Terms and ensure Clients’ valid agreement with such terms.

(c) Once a Client Account is created, you can choose to add features and functionality as part of your overall product or service offering that includes the Services and/or the Tools.

3. Usage

(a) You are solely responsible for all issues arising from or relating to your Client Accounts, including those relating to your Client’s access and use of the Services and/or the Tools. You, and not ActiveCampaign, are responsible for billing collection from your Clients, providing assistance with upgrades, and handling cancellations. While you are responsible for fulfilling all contractual obligations for your Client Accounts in accordance with your agreements with your Clients, your Clients’ access and use of the Services and/or the Tools will be subject to the ActiveCampaign Terms.

(b) You must comply with all data privacy laws that apply in connection with this Agreement and your provision of Services and/or the Tools to Clients, which includes, as required, entering into a separate data protection agreement or addendum with Clients to ensure the protection of the rights of data subjects in your processing of their personal data. You agree that as between you and ActiveCampaign, you are solely responsible for processing personal data of your Clients according to their documented instructions. You, and not ActiveCampaign, will (i) respond to and honor Client requests with respect to any personal data, including requests for amending, correcting, porting to a third party, rectifying, or erasing any personal information at your Client’s request; (ii) notify your Clients of any requests you receive from a third party to restrict the processing of personal data, or to amend, correct, port, rectify, or erase personal data; (iii) cooperate and assist your Clients in conducting any data protection impact assessments; (iv) provide your Clients with rights to audit your records as they relate to the processing of their personal data; and (v) notify your Clients of any security breach that impacts their personal data, as is required or afforded by applicable data privacy laws for each of the foregoing cases.

(c) You will be solely responsible for, and will provide, first-level support to your Clients. This consists of providing your Clients with telephone, email, or web support regarding issues relating to any of the services you are providing, including with respect to the Services and/or the Tools. We are not required to provide support regarding any such Services and the Tools directly to your Clients. ActiveCampaign may, at its sole option and discretion, provide support to your Clients who are using an ActiveCampaign-branded version of the Services and/or the Tools.

(d) During the Term, we will provide you with the same support resources that we provide subscribers obtaining Services or the Tools from us. Please visit our support page for more information.

(e) If you develop added-value features for the Services and/or the Tools, such as in the form of automation recipes and e-mail templates, you may share these features in the ActiveCampaign marketplace without any compensation to you. We reserve the right to review and monitor the features you share and may take them down at any time.

4. Use of ActiveCampaign Trademarks

(a) In connection with your resale of ActiveCampaign branded Services and/or the Tools, ActiveCampaign hereby grants to you during the Term (defined in Section 7(a) below) a non-exclusive, non-transferable, revocable, royalty-free license to use ActiveCampaign’s trade names, logos, trademarks and service marks (the “Marks”) solely for the purpose of marketing, promoting, and offering the Services and/or the Tools.

(b) The foregoing license does not include the right to, and Reseller will not, modify the Marks in any manner, incorporate any of the Marks into any other trademark or service mark, or combine the Marks with any other words, logos, designs, service marks, or trademarks in marketing and promoting the Services and the Tools. Reseller will comply with any trademark usage guidelines and instructions provided by ActiveCampaign in connection with Reseller’s use of the Marks. ActiveCampaign will have the right to review and monitor Reseller’s use of the Marks. If there is any non-compliance with such guidelines and instructions, at ActiveCampaign’s request and direction, Reseller will, at its sole cost, promptly correct any non-complying use of the Marks. Reseller will not adopt brands, logos, trademarks, service marks, trade names, or other marks which are the same as or confusingly similar to the Marks. Reseller’s use of the Marks in any advertisement, web page, promotional materials, or other item or on the Reseller Site shall be subject to ActiveCampaign’s prior review and approval, and Reseller will furnish to ActiveCampaign an advance copy of each such items. All goodwill arising from Reseller’s use of the Marks will inure solely to the benefit of ActiveCampaign. Reseller will at all times maintain a high-level of quality for the Reseller Site.

(c) Except as set forth above, we each reserve all right, title, and interest in our respective intellectual property rights (e.g., patents, copyrights, trade secrets, trademarks and other intellectual property rights). Use of Marks except as set forth herein is strictly prohibited.

5. Restricted Activities

(a) General Restrictions. Reseller will conduct its business and activities in a manner that promotes a good, positive image and reputation for ActiveCampaign, the Services and the Tools. Without limiting the generality of the foregoing, Reseller will not:

use any inappropriate form of promotional, marketing, or advertising activity for the Services or the Tools or for any services of Reseller in which the Services or the Tools are incorporated, which includes use of any misleading hyperlinks and making any false, misleading, or disparaging representations or statements with regard to ActiveCampaign and the Services and the Tools;
engage in any unfair or deceptive trade practice involving the Services and the Tools;
participate in any promotion, advertising, marketing, or sale of any imitation of the Services and the Tools;
copy, use, or distribute any ActiveCampaign Content (as defined in our Terms of Service) in connection with your promotion and marketing of the Services and the Tools (except for your use of the Marks as expressly provided in this Agreement);
include or provide for in any Reseller Site any page, screen, or social media platform that contains content that: advocates discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promotes or engages in illegal activities; violates intellectual property rights of third parties; or contains or promotes deceptive information;
hold yourself out to be an ActiveCampaign employee or use any Marks to mislead potential new Clients into believing you are endorsed or employed by ActiveCampaign;
use the string “ActiveCampaign” for any website domain name;
use any profane, vulgar, discriminatory, or objectionable words or phrases in domains used in connection with the Services and/or the Tools;
use any accounts for Services or the Tools obtained at a discount from ActiveCampaign for your own personal use;
send spam or send bulk-emails to market and promote the Services and the Tools;
directly or indirectly convert or attempt to convert current active ActiveCampaign subscribers to Reseller Clients without our prior written approval; and
make or authorize any proposal, representation, warranty, guarantee, or communication relating to the Services and the Tools that is inconsistent with ActiveCampaign’s standard terms and policies, or that has not been approved or otherwise authorized by ActiveCampaign in writing.

(b) Export Controls and Sanctions Compliance. You understand and agree that:

The receipt and use of the Services and/or Tools may be subject to export control and economic sanctions laws of the United States and other applicable government authorities (“Export Control and Sanctions Laws”). You agree to abide by all Export Control and Sanctions Laws as they relate to your resale, access, use and recommendation of the Services and the Tools to your Clients;
You will not, directly or indirectly, access or use the Services or Tools if you are located in a jurisdiction where the provision of the Services or Tools is prohibited by law (a “Prohibited Jurisdiction”), including Cuba, Iran, North Korea, Syria and the Crimea region;
You will not resell or recommend the Services and the Tools to Clients who are: (A) located in any Prohibited Jurisdiction; or (B) identified on the U.S. Treasury Department’s list of Specially Designated Nationals, the U.S. Department of Commerce’s Denied Persons List or Entity List, or subject to any other export control or economic sanctions lists or programs, to register for ActiveCampaign using your Link;
You represent and warrant that: (A) you are not named on or subject to any government sanctions programs or list of persons or entities prohibited from receiving U.S. exports or engaging in transactions with any U.S. person; (B) you are not located in, or a company registered in, any Prohibited Jurisdiction; and (C) you will comply with all applicable laws regarding the transmission of technical data exported from the United States and the country in which you are located.

You will comply with all applicable United States and international anti-corruption and anti-bribery laws and regulations, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and others, as they relate to your access, use, recommendation and resale of the Services and the Tools;
You will not, directly or indirectly offer, promise, or give any payment or anything of value to a government official, or any other individual or entity, where the intent is to improperly influence any act or decision of the government official, or other individual or entity, to obtain or retain business or some other benefit or commercial advantage;
You will not, directly or indirectly, solicit or accept any sort of payment or anything of value from anyone, where the intent is to improperly influence any act by you, any third-party acting on your behalf, or ActiveCampaign; and
You acknowledge that you have not received or been offered any illegal or improper bribe, kickback, payment, gift or thing of value in connection with this Agreement.

6. Pricing and Billing

(a) In signing up for a Reseller account, you will be required to provide your payment card information and agree to a monthly subscription contract with ActiveCampaign as provided in Section 6 of our Terms of Service.

(b) We currently offer Resellers the following discounts for the Services and the Tools based on the number of Client Accounts active in a given month:

At least two active accounts, discounted at 25% off the monthly fee
At least 25 total active accounts, discounted at 35% off the monthly fee
At least 50 total active accounts, discounted at 45% off the monthly fee
100 or more total active accounts, discounted at 55% off the monthly fee

For purposes of determining the appropriate discount, an active Client Account excludes accounts for any subscribers who are current subscribers or were previous subscribers of any of the ActiveCampaign Services or the Tools within the 24-month period before the date of enrollment.

(c) We will bill your payment card each month for the number of Client Accounts that are active, based on the pricing for the monthly subscription package chosen for each Client Account, as determined by our system records, and the qualifying discount tier. We have the right to access Reseller’s account from time to time, to the extent necessary for purposes of support, administration, and invoicing, and to inspect Reseller’s utilization of the Services or the Tools as to ensure Reseller’s compliance with the provisions of the Agreement.

(d) The discount structure is subject to review and revision by ActiveCampaign at any time, in its sole discretion. ActiveCampaign will notify its resellers of any change in the discount tiers and reflect the change in an update to this Agreement. Your continued participation in the Reseller Program and resale of ActiveCampaign accounts constitute your acceptance and agreement to any such changes.

(e) You and ActiveCampaign, will be each responsible for paying any applicable taxes and duties that may be imposed with respect to any compensation or payments we each respectively receive under or in connection with this Agreement.

7. Term, Termination, and Cancellation

(a) The term of this Agreement (the “Term”) will begin upon your acceptance of this Agreement and will end when terminated. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other at least five days written notice of termination. For clarity and without limiting any of our rights, we can immediately terminate this Agreement and your participation in the Reseller Program for your violation of any of the ActiveCampaign Terms.

(b) If either you or we terminate your Reseller account, your Client Accounts will remain active until the end of the then-current subscription period, at which time, they will automatically expire. You will be responsible for the payment of all accrued and unpaid fees for such Client Accounts.

(c) You are responsible for cancelling any Client Accounts on behalf of your Clients in accordance with our cancellation policy provided in our Terms of Service.

8. Transfer of Accounts

Under certain circumstances as determined by ActiveCampaign, ownership and responsibility of Client Accounts may be transferred. These circumstances may include, but are not limited to:

(a) In the event of any request of a current ActiveCampaign subscriber to be transferred into a reseller account’s ownership: We must receive a written request directly from (i) the reseller and (ii) the end user of the Client Account. The receipt of both requests will be treated as approval for the transfer from both the reseller and end user. We will then determine if the transfer is approved and, if so, conduct the transfer to that reseller account. ActiveCampaign reserves the right to restrict transfers at its sole discretion, including but not limited to the terms of Section 5.

(b) In the event of a request from the end user of a Client Account to be transferred from Reseller to ActiveCampaign: ActiveCampaign will make reasonable efforts to contact you and confirm the circumstances of the request and decide whether or not to transfer the account. This type of transfer will usually occur where an end user is not receiving the level of service expected from Reseller.

(c) In the event of a request from a reseller to transfer ownership of a Client Account from another reseller account to their own: ActiveCampaign will make reasonable efforts to contact all parties for verification and decide whether or not to transfer the account. This type of transfer will usually occur when the end user has a compelling need or service issue that is not being met by the original reseller.

(d) In the event of a cancellation of service request submitted to ActiveCampaign from the end user of a Client Account owned by a reseller account: ActiveCampaign will inform the end user of the Client Account that the reseller account is responsible for support and billing questions. If the Client Account attempts to then contact the reseller account and reports to ActiveCampaign that the reseller account is unreachable, ActiveCampaign will contact the reseller account and request direct confirmation of the cancellation request. If ActiveCampaign considers the reseller unreachable for more than three business days, ActiveCampaign may make the determination to cancel the Client Account and notify the reseller.

9. Representations and Warranties

Each of us hereby represents and warrants to the other that:

(a) it has full power and authority to enter into this Agreement and to perform its obligations hereunder;

(b) it has obtained all permits, licenses, and other governmental authorizations and approvals required for its performance under or activities pursuant to this Agreement; and

(c) it will perform its obligations in compliance with all laws, rules, and regulations applicable to its activities pursuant to this Agreement.

10. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY

(a) ActiveCampaign will remain solely responsible for the operation of the ActiveCampaign website and Services and the Tools, and you will remain solely responsible for the operation of the Reseller Site. Each party acknowledges that (i) their respective sites may be subject to temporary downtime due to causes beyond their reasonable control, and (ii) it retains sole right and control over the programming, content, and conduct of transactions over its respective site or service.

(b) EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES PROVIDED IN THIS AGREEMENT, THE SERVICES, THE TOOLS, AND RESELLER PROGRAM ARE PROVIDED “AS IS,” AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ACTIVECAMPAIGN EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR THROUGH COURSE OF DEALING, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, OR ANY WARRANTY REGARDING (I) THE AMOUNT OF FEES A RESELLER MAY GENERATE DURING THE TERM, (II) RESELLER’S CONTINUED PARTICIPATION IN THE RESELLER PROGRAM, AND (III) ANY ECONOMIC OR OTHER BENEFIT THAT RESELLER MIGHT OBTAIN THROUGH ITS PARTICIPATION IN THE RESELLER PROGRAM.

(c) UNDER NO CIRCUMSTANCES WILL ACTIVECAMPAIGN BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING ANY CLAIMS FOR LOST PROFITS, LOST BUSINESS, OR LOST DATA) ARISING OUT OF THIS AGREEMENT, EVEN IF ACTIVECAMPAIGN HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. ACTIVECAMPAIGN’S ENTIRE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHER CAUSE OF ACTION WILL NOT EXCEED THE AMOUNTS COLLECTED FROM RESELLER UNDER THIS AGREEMENT IN THE SIX-MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM AROSE.

11. Indemnification

You will indemnify, defend, and hold harmless ActiveCampaign and our affiliates, directors, officers, employees, and agents from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys’ fees) relating to (a) the operation of any Reseller Site; (b) a breach of your obligations under this Agreement, including Sections 2(b) and 3(b); or (c) the violation of any third party intellectual property rights in respect of your Reseller Site and activities under this Agreement.

12. Dispute Resolution; Binding Arbitration

Please read the following section carefully because it requires you to arbitrate certain disputes and claims with ActiveCampaign and limits the manner in which you can seek relief from us.

(a) Except for small claims disputes in which you or ActiveCampaign seek to bring an individual action in small claims court, you and ActiveCampaign waive your rights to a jury trial and to have any dispute arising out of or related to this Agreement resolved in court. Instead, all disputes arising out of or relating to this Agreement will be resolved through confidential binding arbitration held in Chicago, Illinois in accordance with the Streamlined Arbitration Rules and Procedures (“Rules”) of the Judicial Arbitration and Mediation Services (“JAMS”), which are available at www.jamsadr.com and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the rules of JAMS or waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.

(b) YOU AND ACTIVECAMPAIGN AGREE THAT ANY DISPUTE ARISING OUT OF OR RELATED TO THIS AGREEMENT IS PERSONAL TO YOU AND ACTIVECAMPAIGN AND THAT ANY DISPUTE WILL BE RESOLVED SOLELY THROUGH INDIVIDUAL ARBITRATION AND WILL NOT BE BROUGHT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER TYPE OF REPRESENTATIVE PROCEEDING.

(c) You and ActiveCampaign agree that this Agreement affects interstate commerce and that the enforceability of this Section 11 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. All disputes between ActiveCampaign and you will be resolved by a single neutral arbitrator, and both parties shall have a reasonable opportunity to participate in the selection of the arbitrator. As limited by the FAA, this Agreement and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, consolidate more than one individual’s claims, or preside over any proceeding involving more than one individual, all of which are prohibited by this Agreement. You and ActiveCampaign agree that for any arbitration you initiate, you will pay the filing fee and ActiveCampaign will pay the remaining JAMS fees and costs. For any arbitration initiated by ActiveCampaign, ActiveCampaign will pay all JAMS fees and costs. You and ActiveCampaign expressly agree that the state and federal courts of Chicago, Illinois shall have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.

(d) Any claim arising out of or related to this Agreement must be filed within one year after the date of the event giving rise to the claim; otherwise, you and ActiveCampaign no longer have the right to assert the claim.

(e) You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 11 by sending a written letter to ActiveCampaign, Attn: Attention: Reseller Program, 1 North Dearborn Street, Suite 500, Chicago, IL, 60602, that specifies (i) your name, (ii) mailing address, and (iii) your request to be excluded from the final, binding arbitration procedure specified above. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 14(c) of this Agreement.

13. Confidentiality

ActiveCampaign may, during the term of this Agreement, disclose to you certain non-public, confidential or proprietary information with respect to its Services and/or Tools including, without limitation, information related to scheduled releases and new and improved products and features (“Confidential Information”). You agree to hold all Confidential Information in strict confidence in accordance with ActiveCampaign’s instructions, not disclose Confidential Information to third parties outside of ActiveCampaign’s instructions, and shall keep any Confidential Information related to ActiveCampaign’s unreleased Services, Tools, products or features confidential until such time as ActiveCampaign releases such Services, Tools, products or features to the public.

14. General Provisions

(a) You and ActiveCampaign are entering this Agreement as independent contractors, and nothing will be construed to create a partnership, agency, joint venture, or employment relationship between you and us.

(b) Neither you or we will be considered to be in breach of or default under this Agreement on account of any delay or failure to perform as a result of any causes or conditions that are beyond our respective reasonable control. If any force majeure event occurs, the affected party will give prompt written notice to the other and will use commercially reasonable efforts to minimize the impact of the event.

(c) This Agreement has been made in and shall be construed and enforced in accordance with the laws of the State of Illinois, without reference to its conflict of laws provisions. You and ActiveCampaign expressly agree to exclusive jurisdiction in any competent court in Chicago, Illinois to settle all disputes arising out of or relating to this Agreement.

(d) Any notices under this Agreement will be given in writing. Notices may be given by electronic mail and will be deemed delivered and given for all purposes on the sent date, but only if the receiving party has confirmed its receipt by return electronic mail. Notices sent via traditional means will be sent via postal mail or certified mail, return receipt requested. Notices to ActiveCampaign will be sent to: ActiveCampaign, Attention: Reseller Program, 1 North Dearborn Street, Suite 500, Chicago, IL, 60602.

(e) You may not assign this Agreement, in whole or in part, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns.

(f) The failure of either you or ActiveCampaign to enforce any provision of this Agreement will not constitute a waiver of the right to subsequently enforce the provision. Any remedies specified in this Agreement are in addition to any other remedies that may be available at law or in equity.

(g) If any provision of this Agreement is determined to be invalid, unlawful, void, or unenforceable to any extent, such provision will be interpreted to best reflect the parties’ intent, and the remainder of this Agreement will not be affected and will continue to be valid and enforceable to the fullest extent permitted by law.

The ActiveCampaign White Label Reseller Program

What is it?

The ActiveCampaign White Label Reseller Program provides the opportunity for you to create your own business around ActiveCampaign’s suite of web-hosted marketing automation solutions (the “Services”) and related tools and platforms and brings marketing automation to your clients. Under the White Label Reseller Program, you offer the Services under your own brand or trademarks. Resellers purchase discounted accounts for access to the Services and bill their own clients directly or through a third party.

What does an ActiveCampaign reseller do?

As an ActiveCampaign reseller you are able to resell access and use of the Services by incorporating our Services into your own marketing efforts as part of a value-added solution at a volume discount. By signing up for the reseller program, you are allowed to create accounts with ActiveCampaign for the Services on behalf of your clients.

Under the White Label Reseller Program, you are required to provide support and handle all Services-related issues directly with your clients.

What does ActiveCampaign do to help resellers be successful?

The first active account is full price
At least two active accounts, discounted at 25% off the monthly fee
At least 25 total active accounts, discounted at 35% off the monthly fee
At least 50 total active accounts, discounted at 45% off the monthly fee
100 or more total active accounts, discounted at 55% off the monthly fee

You are required to white label or provide your own branding for the Services under the White Label Reseller Program and use your own domain to rebrand the URL of resold accounts. If you prefer to leverage the ActiveCampaign brand instead of white labeling, you are able to do that under our ActiveCampaign Branded Reseller Program.

ActiveCampaign White Label Reseller Program Agreement

This White Label Reseller Program Agreement (this “Agreement”) contains the complete terms and conditions that apply to your participation in ActiveCampaign’s White Label Reseller Program for the resale of ActiveCampaign’s suite of web-hosted marketing automation solutions (the “Services”) and related tools and platforms which we make available from time to time for use in connection with the Services, including our Conversations Platform (collectively, “Tools”).

As used in this Agreement, “we,” “us” or “ActiveCampaign” means ActiveCampaign, LLC and “you,” “your” or “Reseller,” means you as the reseller participating in this program. “Reseller Site” individually and collectively means your website(s), your services, e-mail communications, and/or software applications. “Reseller Program” means the program we manage or control by which participating entities may be given volume discounts for reselling access and use of our Services and Tools under their own brand or trademarks to their end user customers (“Clients”).

PLEASE READ THESE TERMS CAREFULLY. BY SIGNING UP FOR A RESELLER ACCOUNT AND CLICKING “ACCEPT” BELOW, YOU HEREBY AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, AS MAY BE SUPPLEMENTED OR REVISED BY ACTIVECAMPAIGN FROM TIME TO TIME. YOUR CONTINUED PARTICIPATION IN THE RESELLER PROGRAM CONSTITUTES CONSIDERATION AND YOUR ACCEPTANCE OF THESE SUPPLEMENTAL OR REVISED TERMS. IF YOU DO NOT AGREE TO THESE TERMS, INCLUDING THE MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER IN SECTION 11, PLEASE DO NOT PARTICIPATE IN THE RESELLER PROGRAM OR OTHERWISE STOP YOUR ACTIVITIES PURSUANT TO THIS AGREEMENT.

1. Participation

You must sign up for an account to join the Reseller Program. In signing up for an account, you are agreeing to be bound by ActiveCampaign’s standard Terms of Service, including our Acceptable Use Policy, Privacy Policy, Consent Policy, Anti-Spam Policy, and Minimum-Advertised Price Policy, and, if you use or provide the Conversations Platform, the ActiveCampaign Conversations Terms and Conditions (collectively, the “ActiveCampaign Terms”). Once registered, and we have approved your enrollment, you become a participant in the Reseller Program and will have access to our Reseller Program Portal.

2. Resale

(a) Subject to the terms and conditions of this Agreement, we grant you the non-exclusive and non-transferable right to market, promote, and resell use of the Services and the Tools to your Clients as part of a value-added solution you create by enrolling ActiveCampaign accounts on your Client’s behalf through our Reseller Program Portal (each a “Client Account”). For clarity, any reference to the resale of the Services or the Tools or reselling the Services or the Tools means reselling the right to access and use the Services or the Tools as provided by ActiveCampaign and not the actual sale or transfer of any software, technology, or documentation associated with the Services or the Tools. You are only permitted to resell the Services and/or the Tools to Clients who are not current subscribers or previous subscribers of any of the ActiveCampaign Services and/or the Tools within the 24-month period before the date of enrollment.

(b) You are required to enter into a separate written agreement with each of your Clients under which you provide a Client with the right to use the Services and/or the Tools (“Client Agreement”). Each Client Agreement must include terms and conditions that are at least as protective of ActiveCampaign and the Services and/or the Tools as contained in the ActiveCampaign Terms. You are solely responsible and liable to ActiveCampaign for the acts and omissions of your Clients where such acts or omissions would constitute a violation of any of the ActiveCampaign Terms (“Client Violations”). You will promptly inform us in writing of any Client Violations of which you become aware. You will use commercially reasonable efforts to monitor and enforce your Client Agreements to the extent any breach thereof by a Client does, or would reasonably be expected to have, an adverse effect on ActiveCampaign and/or the Services and/or the Tools.

(c) You represent and warrant to ActiveCampaign that through each written Client Agreement, you have lawfully obtained all required permissions, authorizations, and consents under applicable laws for you and ActiveCampaign to use, collect, disclose, and otherwise process any Client data and Client contact data that are used in connection with the Tools.

(d) Once a Client Account is created, you can choose to add features and functionality and you will be required to add your own trademarks, service marks, logos, and/or product names (“Branding”). We will make available to you a non-branded version of the Services and/or the Tools that will allow you to insert your Branding elements and modify the look of the Services and/or the Tools (e.g., color schemes, formatting, etc.) to create a Reseller-branded version of the Services and the Tools. You are required to use your own domain to rebrand the URL of resold Services and/or the Tools. Your Branding of the Services and/or the Tools must meet the guidelines and restrictions specified below. ActiveCampaign reserves the right to review and monitor your Branding of the Services and/or the Tools and offering of added features and functionality. If we feel that your Branding of the Services and/or the Tools or added features and functionality is in any way detrimental, offensive, or damaging to ActiveCampaign, we may immediately suspend or terminate access and use of the Services and/or the Tools.

(e) You may only use Branding which you own or otherwise have the rights to use in connection with the Services and/or the Tools. You will not use the trademarks, service marks, logos, or confusingly similar marks of any third party in connection with your activities under this Agreement.

3. Usage

(a) You are solely responsible for all issues arising from or relating to your Client Accounts, including those relating to your Client’s access and use of the Services and/or the Tools. You, and not ActiveCampaign, are responsible for billing collection from your Clients, providing assistance with upgrades, and handling cancellations. You, and not ActiveCampaign, are responsible for fulfilling all contractual obligations to your Client Accounts as set forth in your Client Agreements.

(b) You must comply with all data privacy laws that apply in connection with this Agreement, your provision of Services and/or the Tools, and your Client Agreements, which includes entering into a separate data protection agreement or addendum with Clients to ensure the protection of the rights of data subjects in your processing of their personal data.

(d) During the Term, we will provide you with the same support resources that we provide subscribers obtaining Services or the Tools from us. Please visit our support page for more information.

4. Restricted Activities

(a) General Restrictions. Reseller will conduct its business and activities in a manner that promotes a good, positive image and reputation for ActiveCampaign, the Services, and the Tools. Without limiting the generality of the foregoing, Reseller will not:

use any inappropriate form of promotional, marketing, or advertising activity for the Services or the Tools or for any services of Reseller in which the Services or the Tools are incorporated, which includes use of any misleading hyperlinks and making any false, misleading, or disparaging representations or statements with regard to ActiveCampaign and the Services and the Tools;
engage in any unfair or deceptive trade practice involving the Services and the Tools;
participate in any promotion, advertising, marketing, or sale of any imitation of the Services and the Tools;
copy, use, or distribute any ActiveCampaign Content (as defined in our Terms of Service) in connection with your promotion and marketing of the Services and/or the Tools;
include or provide for in any Reseller Site any page, screen, or social media platform that contains content that: advocates discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promotes or engages in illegal activities; violates intellectual property rights of third parties; or contains or promotes deceptive information;
hold yourself out to be an ActiveCampaign employee or use any ActiveCampaign Content to mislead potential new Clients into believing you are endorsed or employed by ActiveCampaign;
use the string “ActiveCampaign” for any website domain name;
use any profane, vulgar, discriminatory, or objectionable words or phrases in domains used in connection with the Services and/or the Tools;
use any accounts for Services and/or the Tools obtained at a discount from ActiveCampaign for your own personal use;
send spam or send bulk-emails to market and promote the Services and the Tools;
directly or indirectly convert or attempt to convert current active ActiveCampaign subscribers to Reseller Clients without our prior written approval; and
make or authorize any proposal, representation, warranty, guarantee, or communication relating to the Services and/or the Tools that is inconsistent with ActiveCampaign’s standard terms and policies, or that has not been approved or otherwise authorized by ActiveCampaign in writing.

(b) Export Controls and Sanctions Compliance. You understand and agree that:

The receipt and use of the Services and/or Tools may be subject to export control and economic sanctions laws of the United States and other applicable government authorities (“Export Control and Sanctions Laws”). You agree to abide by all Export Control and Sanctions Laws as they relate to your resale, access, use and recommendation of the Services and the Tools to your Clients;
You will not, directly or indirectly, access or use the Services or Tools if you are located in a jurisdiction where the provision of the Services or Tools is prohibited by law (a “Prohibited Jurisdiction”), including Cuba, Iran, North Korea, Syria and the Crimea region;
You will not resell or recommend the Services and the Tools to Clients who are: (A) located in any Prohibited Jurisdiction; or (B) identified on the U.S. Treasury Department’s list of Specially Designated Nationals, the U.S. Department of Commerce’s Denied Persons List or Entity List, or subject to any other export control or economic sanctions lists or programs, to register for ActiveCampaign using your Link;
You represent and warrant that: (A) you are not named on or subject to any government sanctions programs or list of persons or entities prohibited from receiving U.S. exports or engaging in transactions with any U.S. person; (B) you are not located in, or a company registered in, any Prohibited Jurisdiction; and (C) you will comply with all applicable laws regarding the transmission of technical data exported from the United States and the country in which you are located.

You will comply with all applicable United States and international anti-corruption and anti-bribery laws and regulations, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and others, as they relate to your access, use, recommendation and resale of the Services and the Tools;
You will not, directly or indirectly offer, promise, or give any payment or anything of value to a government official, or any other individual or entity, where the intent is to improperly influence any act or decision of the government official, or other individual or entity, to obtain or retain business or some other benefit or commercial advantage;
You will not, directly or indirectly, solicit or accept any sort of payment or anything of value from anyone, where the intent is to improperly influence any act by you, any third-party acting on your behalf, or ActiveCampaign; and
You acknowledge that you have not received or been offered any illegal or improper bribe, kickback, payment, gift or thing of value in connection with this Agreement.

5. Pricing and Billing

(b) We currently offer Resellers the following discounts for the Services and the Tools based on the number of Client Accounts active in a given month:

At least two active accounts, discounted at 25% off the monthly fee
At least 25 total active accounts, discounted at 35% off the monthly fee
At least 50 total active accounts, discounted at 45% off the monthly fee
100 or more total active accounts, discounted at 55% off the monthly fee

For purposes of determining the appropriate discount, an active Client Account excludes accounts for any subscribers who are current subscribers or were previous subscribers of any of the ActiveCampaign Services and the Tools within the 24-month period before the date of enrollment.

(c) We will bill your payment card each month for the number of Client Accounts that are active, based on the pricing for the monthly subscription package chosen for each Client Account, as determined by our system records, and the qualifying discount tier. We have the right to access Reseller’s account from time to time, to the extent necessary for purposes of support, administration, and invoicing, and to inspect Reseller’s utilization of the Services and the Tools as to ensure Reseller’s compliance with the provisions of the Agreement.

6. Term, Termination, and Cancellation

(a) The term of this Agreement (the “Term”) will begin upon your acceptance of this Agreement and will end when terminated. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other at least five days written notice of termination. For clarity and without limiting any of our rights, we can immediately terminate this Agreement and your participation in the Reseller Program for the violation of any of the ActiveCampaign Terms by you or any of your Clients.

(c) You are responsible for cancelling any Client Accounts on behalf of your Clients in accordance with our cancellation policy provided in our Terms of Service.

7. Transfer of Accounts

Under certain circumstances as determined by ActiveCampaign, ownership and responsibility of Client Accounts may be transferred. These circumstances may include, but are not limited to:

(b) In the event of a request from a reseller to transfer ownership of a Client Account from another reseller account to their own: ActiveCampaign will make reasonable efforts to contact all parties for verification and decide whether or not to transfer the account. This type of transfer will usually occur when the end user has a compelling need or service issue that is not being met by the original reseller.

8. Representations and Warranties

Each of us hereby represents and warrants to the other that:

(a) it has full power and authority to enter into this Agreement and to perform its obligations hereunder;

(b) it has obtained all permits, licenses, and other governmental authorizations and approvals required for its performance under or activities pursuant to this Agreement; and

(c) it will perform its obligations in compliance with all laws, rules, and regulations applicable to its activities pursuant to this Agreement.

9. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY

(a) ActiveCampaign will remain solely responsible for the operation of the ActiveCampaign website, the Services, and the Tools, and you will remain solely responsible for the operation of the Reseller Site and the activities of your Clients with respect to the Services and the Tools. Each party acknowledges that (i) their respective sites may be subject to temporary downtime due to causes beyond their reasonable control, and (ii) it retains sole right and control over the programming, content, and conduct of transactions over its respective site or service.

10. Indemnification

You will indemnify, defend, and hold harmless ActiveCampaign and our affiliates, directors, officers, employees, and agents from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys’ fees) relating to (a) the operation of any Reseller Site; (b) a breach of your obligations under this Agreement, including Sections 2(b), 3(a), and 3(b); (c) any Client Violations; or (d) the violation of any third party intellectual property rights in respect of your Reseller Site and activities under this Agreement.

11. Dispute Resolution; Binding Arbitration

Please read the following section carefully because it requires you to arbitrate certain disputes and claims with ActiveCampaign and limits the manner in which you can seek relief from us.

(a) Except for small claims disputes in which you or ActiveCampaign seek to bring an individual action in small claims court, you and ActiveCampaign waive your rights to a jury trial and to have any dispute arising out of or related to this Agreement resolved in court. Instead, all disputes arising out of or relating to this Agreement will be resolved through confidential binding arbitration held in Chicago, Illinois in accordance with the Streamlined Arbitration Rules and Procedures (“Rules”) of the Judicial Arbitration and Mediation Services (“JAMS”), which are available at www.jamsadr.com and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the rules of JAMS or waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.

(c) You and ActiveCampaign agree that this Agreement affects interstate commerce and that the enforceability of this Section 11 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. All disputes between ActiveCampaign and you will be resolved by a single neutral arbitrator, and both parties shall have a reasonable opportunity to participate in the selection of the arbitrator. As limited by the FAA, this Agreement and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, consolidate more than one individual’s claims, or preside over any proceeding involving more than one individual, all of which are prohibited by this Agreement. You and ActiveCampaign agree that for any arbitration you initiate, you will pay the filing fee and ActiveCampaign will pay the remaining JAMS fees and costs. For any arbitration initiated by ActiveCampaign, ActiveCampaign will pay all JAMS fees and costs. You and ActiveCampaign expressly agree that the state and federal courts of Chicago, Illinois shall have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.

12. Confidentiality

13. General Provisions