ActiveCampaign Ambassador Program Agreement

The ActiveCampaign Ambassador Program

What is it?

The ActiveCampaign Ambassador Program allows you to be an advocate for ActiveCampaign’s suite of hosted marketing automation solutions (the “Services”) and receive a reward on each new paying subscriber that enrolls for the Services through you.

What do I do as an ambassador?

You'll get a unique ambassador link after signing up to be an ActiveCampaign customer. Whenever you tell a potential new subscriber about ActiveCampaign and how we can help improve their marketing automation, just use that link, and we will take care of the rest. You can provide the link through a number of ways, including through your own promotional website, e-mail campaigns, social media posts, blogs, videos, and even text messages, so long as you comply with applicable laws and our policies when doing so. When a new customer subscribes to ActiveCampaign through your ambassador link and continues their subscription past a value threshold, you'll receive a reward.

What does ActiveCampaign expect from ambassadors?

We expect ambassadors to act as advocates of the ActiveCampaign brand. This includes having an understanding and knowledge of how our Services work. Ambassadors must follow the brand usage guidelines which includes proper use of “ActiveCampaign” and appropriate display of brand logos. Customer service is one of our top priorities. With that in mind, there are a number of rules that each ambassador must follow as explained in the legal terms below.

What are the next steps?

When you sign up for an ActiveCampaign account, you will be automatically provided with a referral link that you may use to share with your friends, and family. Simply share this link, and we will take care of the rest. By utilizing this link, you are agreeing to the ActiveCampaign Ambassador Program Agreement.

What is the difference between the Ambassador Program and the Affiliate Program?

The Ambassador referral program is designed to be our way of saying “thank you!” to our customers that recommend ActiveCampaign to their friends and colleagues. We wouldn’t be the company we are today without the generous recommendations of our customers. It is not meant to be a professional service. For that, we recommend the ActiveCampaign Affiliate Program. The key differences between the Affiliate Program and the Ambassador Program:

You must be an ActiveCampaign customer to be enrolled in the Ambassador Program.
The Affiliate Program pays monetary commissions, the Ambassador Program does not.

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ActiveCampaign Ambassador Program Agreement

This Ambassador Program Agreement (this “Agreement”) contains the complete terms and conditions that apply to your participation in ActiveCampaign’s Ambassador Program.

As used in this Agreement, “we,” “us” or “ActiveCampaign” means ActiveCampaign, LLC and “you,” “your" or “Ambassador,” means you as the ambassador participating in this program. “Ambassador Site” individually and collectively means your website(s), social media accounts or posts, e-mail communications, and/or software applications. “Ambassador Program” means the program we manage or control by which participating entities or individuals place links that are unique to each of them on their Ambassador Site that connect to the ActiveCampaign website and for which a reward is earned for new ActiveCampaign subscribers.

1. Participation

a. You must sign up for an ActiveCampaign account to join the ActiveCampaign Ambassador 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, and Anti-Spam Policy. Once registered, and we have approved your enrollment, you can become a participant in the Ambassador Program by sharing your Link (defined in Section 2(a) below). Current and former ActiveCampaign contractors, employees, and members of ActiveCampaign employees’ immediate family are prohibited from participation in the Ambassador Program, unless explicit written consent is provided by the manager of the Ambassador Program.

b. We use the services of Referral Rock Inc ("Referral Rock") to remit rewards to our ambassadors. In order for us to distribute your reward, you must have the applicable information linked to your account in the Ambassador portal. This includes, and is not limited to, email for distribution of digital gift cards and mailing address for distribution of physical goods. Referral Rock is a third-party service provider, and your use of Referral Rock is subject to the terms and conditions of Referral Rock. ActiveCampaign will not have any liability or support obligations for any issues relating to your Referral Rock account.

2. Promotion

a. Once you have signed up as an ActiveCampaign customer, we will provide you with a unique referral link (“Link”) that links to an ActiveCampaign website to start the enrollment process. Whenever you tell a potential new subscriber about ActiveCampaign and how we can help improve their marketing automation, the potential new subscriber will just use that Link, and we will take care of the rest. You must use the Link, otherwise we have no way of tracking or knowing where the new subscriber came from, and we will not be able to track or distribute your reward. To qualify under the Ambassador Program, any new subscriber must not have been a previous subscriber to any of our Services.

b. You and ActiveCampaign will cooperate in good faith to promote the Services. Each Link will permit recipients to navigate directly to a page on an ActiveCampaign website designated by us via a special tagged link format.

3. Use of ActiveCampaign Trademarks

a. ActiveCampaign hereby grants to you during the Term (defined in Section 6 below) a non-exclusive, non-transferable, revocable, royalty-free license to establish hyperlinks between your Ambassador Site and the ActiveCampaign website and to use ActiveCampaign’s trade names, logos, trademarks and service marks (the “Marks”) solely for the purpose of marketing and promoting the Services.

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

3. Restricted Activities

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

a. use any inappropriate form of promotional, marketing, or advertising activity with your Link or Ambassador Site, which includes use of any misleading hyperlinks and making any false, misleading, or disparaging representations or statements with regard to ActiveCampaign and the Services;

b. engage in any unfair or deceptive trade practice involving the Services;

c. participate in any promotion, advertising, marketing, or sale of any imitation of the Services;

d. include or provide for in any Ambassador 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; and

e. impersonate any ActiveCampaign employee;

f. use any Marks to mislead potential new subscribers into believing you are endorsed or employed by ActiveCampaign;

g. use the string “ActiveCampaign” for any website domain name;

h. spam or send bulk-emails including Links;

i. use paid advertising, search, or social pages for promoting Links;

j. use its own Link to purchase any Services; and

k. make or authorize any proposal, representation, warranty, guarantee, or communication relating to the Services that is inconsistent with ActiveCampaign’s standard terms and policies, or that has not been approved or otherwise authorized by ActiveCampaign in writing

5. Rewards

a. In the event of a direct monetary reward, Ambassador is required to complete and submit proper tax information to ActiveCampaign before direct monetary payments will be issued.

b. ActiveCampaign will bill the customer directly and will be solely responsible for collecting payment from subscribers. When a new customer subscribes to the Services through your Link, details will be provided in your Ambassador account.

c. ActiveCampaign will distribute your reward after the accrual value of a referred subscriber’s account has reached and/or eclipsed a predetermined threshold. Accrual value will be determined through Generally Accepted Accounting Principles (GAAP).

d. As an Ambassador, we will provide you with access to the Ambassador Program Dashboard using your log-in credentials. There, you can see a summary report for all new subscriptions directed from your Link for both paid and trial plans, including information on new subscriber pricing plans and any rewards you have earned.

e. ActiveCampaign will establish a minimum hold period of 30 days, plus the time required to conduct a manual review.

f. Ambassador Program rewards will be distributed before the end of the calendar month following the hold period.

g. You and ActiveCampaign, will be responsible for paying any applicable taxes and duties that may be imposed with respect to any compensation, rewards, or payments received under or in connection with this Agreement.

h. At ActiveCampaign’s discretion, it may increase, change, or modify reward distributions at any time with no liability or further obligations to you.

6. Term and Termination

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 (5) days written notice of termination.

b. You are only eligible to earn rewards on new subscriptions occurring during the Term and that remain subscribed for at least 60 days as of the effective date of termination. ActiveCampaign may, in its sole discretion, distribute your rewards for any new subscribers that remain subscribed for 60 days after the effective date of termination, but not has no obligation to do so.

7. 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 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.

8. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY

a. ActiveCampaign will remain solely responsible for the operation of the ActiveCampaign website and Services, and you will remain solely responsible for the operation of the Ambassador 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 AND AMBASSADOR 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 AND FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY REGARDING (I) THE AMOUNT OF REWARDS AMBASSADOR MAY GENERATE DURING THE TERM, AND (II) ANY ECONOMIC OR OTHER BENEFIT THAT AMBASSADOR MIGHT OBTAIN THROUGH ITS PARTICIPATION IN THIS AGREEMENT.

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 PAID TO AMBASSADOR UNDER THIS AGREEMENT IN THE SIX-MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM AROSE.

9. Indemnification

You agree to indemnify, defend and hold harmless us and our affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorney's fees) relating to the operation of any Ambassador Site, a breach of your obligations under this Agreement, or the violation of any third party intellectual property rights in respect of your Ambassador Site and activities under this Agreement.

10. 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 affect interstate commerce and that the enforceability of this Section 10 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 related to this Agreement must be filed within one year after the claim arose; 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 10 by sending a written letter to ActiveCampaign, Attn: Attention: Reseller Program, 1 North Dearborn Street, 5th Floor, 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 11(c) of this Agreement.

11. 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.

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: Ambassador Program, 1 North Dearborn Street, 5th Floor, 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 us 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. This Agreement represents the entire agreement between you and us with respect to the subject matter covered by this Agreement and supersedes any other oral or written agreements regarding such subject matter, and may be amended or modified only by a written instrument signed by a duly authorized agent of each party.

h. 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.