The ActiveCampaign Affiliate Partner Program Terms

This Affiliate Partner Program Terms (this “Agreement”) contains the complete terms and conditions that apply to your participation in ActiveCampaign’s Affiliate Partner Program under which you agree to promote ActiveCampaign’s suite of hosted marketing automation solutions and any other solutions and services offered by ActiveCampaign that are part of the program (the “Services”) in exchange for a commission. When we say “we,” “us,” or “ActiveCampaign,” we mean ActiveCampaign, LLC, and “you,” “your,” or “Affiliate” means you as the affiliate partner participating in our Affiliate Partner Program. Our “Affiliate Partner Program” means the program we manage or control by which you as a participant place links on your website, social media platforms, e-mail communications, and/or other software applications you utilize (each individually or collectively being an “Affiliate Site”) that connect to the ActiveCampaign website and for which a commission is earned for new ActiveCampaign subscribers. By clicking “Submit,” “Accept,” or a similar button or check box, you are hereby agreeing to be bound by all of these terms once approved to participate in the Affiliate Partner Program as specified in Section 1(a) below.

(a) To join the Affiliate Partner Program, you must submit an application to become an affiliate, sign up for an account with our Affiliate Partner Program platform provider, PartnerStack Inc. (such platform being the “Affiliate Platform”), and comply with any associated requirements. Once submitted, we will review your application and notify you whether we have approved your enrollment, which we may do in our sole discretion. To sign up for an account with PartnerStack and use the Affiliate Platform, you will be required to separately agree to PartnerStack’s applicable Partner Terms of Service (as may be updated as set forth therein). Once approved and registered, you become a participant in the Affiliate Partner Program, and the terms and conditions of this Agreement will then apply in full force and effect. As an approved Affiliate, you are required to complete and submit proper tax information to ActiveCampaign via Partnerstack and provide any other documentation required pursuant to Partnerstack’s or ActiveCampaign’s requirements (collectively, “Partner Documentation”) before any Commission (as defined in Section 3(a) below) payments will be issued. Current and former contractors and employees of ActiveCampaign or its parent, subsidiaries, and related entities, and each of their respective subsidiaries and related entities, and members of the immediate family of such individuals, are prohibited from participating in the Affiliate Partner Program. In addition, members of ActiveCampaign’s other partner programs are not eligible to participate in the Affiliate Partner Program without ActiveCampaign’s explicit written permission.

(b) You will be able to track and manage your Affiliate Partner Program activities through the Affiliate Platform, and Commissions will be remitted to you through the Affiliate Platform. You will need to complete all steps in order to create your Affiliate Platform account and set up a valid and up-to-date payment method in the Affiliate Platform to receive payment. Affiliates are not eligible for Commissions from their own personal accounts or any account directly linked to them, including referred accounts with the same (or related) names, billing address, e-mail addresses, or other identifying information.

(a) Once you have signed up as an Affiliate under the Affiliate Partner Program, we will provide you with a unique referral link (“Link”) that links to an ActiveCampaign website and your Affiliate Platform account. Whenever you tell a potential new subscriber about ActiveCampaign and how we can help improve their marketing automation through any Affiliate Site, the potential new subscriber will just use that Link, and we will take care of the rest. You must provide your Link, otherwise, we will have no way of tracking or knowing where the new subscriber came from, and we will not be able to, and will have no obligation to, pay you your Commissions.

(b) To qualify for Commissions under the Affiliate Partner Program, (i) a new subscriber must promptly sign up for our Services upon accessing your Link; (ii) any new subscriber that signs up for our Services using your Link (“Customer”) must not have been a previous subscriber to any of our Services; and (iii) ActiveCampaign and its affiliated entities must not have been involved in an active sales process with the new subscriber in the sixty (60) days before sign up, in each case as reasonably determined by us. You will be eligible for a Commission for each Customer that signs up for a paid subscription for any of our Services through your Link (“Referral”) as set forth in Section 3 below. ActiveCampaign determines whether a Customer purchase is valid and will have the sole right to make decisions if there are discrepancies in any tracking or Referral information.

(c) 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.

(a) We currently offer affiliates a commission for each Referral equal to (i) thirty percent (30%) of the monthly recurring revenue for the subscribed Services, in each case, that is paid to us by the Customer during the first twelve (12) months following Customer’s sign-up, or (ii) such other commission structure as communicated to you via the Affiliate Platform (as applicable, and excluding revenue attributable to the “Exclusions” set forth in Section 3(g) below, “Commission”). No Commission will be paid on any additional purchases or any fees incurred by a Customer after the first twelve (12)-month period. Commissions pursuant to Section 3(a)(i) will be calculated and paid on a monthly basis, regardless of whether the Customer purchases an annual, quarterly, monthly, or custom subscription to the Services. Commissions pursuant to Section 3(a)(ii) will be calculated and paid on the same basis as the Commissions pursuant to Section 3(a)(i), unless an alternative payment calculation and/or payment cadence is provided in the Affiliate Platform. If, for any reason, a Customer’s subscription is terminated during the first twelve (12)-month period of such Customer’s subscription, we will have no obligation to keep paying you a Commission for that Referral for the remainder of the twelve (12)-month period. For clarity, the Commissions we pay you under the Affiliate Partner Program will not change if you are eligible to receive other commissions or payments from ActiveCampaign under one of our other separate programs for which we have provided our express prior written consent. Commissions will be reduced in the event a Customer downgrades their subscription during the initial twelve (12)-month period.

(b) If ActiveCampaign and/or the Affiliate Platform, as applicable, does not receive accurate copies of all required or reasonably requested Partner Documentation from you within 90 days of you joining the Affiliate Partner Program, then your right to receive Commission payments arising from any and all subscribers that you refer will be forever forfeited (each, a “Forfeited Subscription”). ActiveCampaign will have no obligation to pay you Commissions associated with a Forfeited Subscription. For clarity, you will not receive any Commissions while requested or required Partner Documentation remains outstanding. Once you have completed and submitted proper Partner Documentation to ActiveCampaign, then you will be eligible to receive Commission payments for any Referrals after submitting such Partner Documentation, other than Referrals associated with any Forfeited Subscription. It is your responsibility and obligation to maintain accurate copies of all Partner Documentation throughout the Term.

(c) You do not have to, and are prohibited from, collecting funds from any of the Customers on ActiveCampaign’s behalf. ActiveCampaign will bill and collect payments from the Customers directly. When a new Customer subscribes to the Services through your Link and continues a paid subscription for at least sixty (60) days, we will then pay you a Commission based on the amount of the monthly payments we collect from them as a Customer, including those amounts we collected in the first sixty (60) days but, in any case, excluding any amounts that are refunded to the Customer, are paid for with ActiveCampaign credit, or that constitute an Exclusion. Approved Commissions following the first sixty (60)-day period will be payable to you within thirty (30) days of the end of each calendar month for the first twelve (12) months of the Customer’s subscription. Our obligation to pay you a Commission is further conditioned on you having (i) at least two (2) Referrals within the prior twelve (12)-month period, with one of those Referrals being in the immediately preceding six (6)-month period, and (ii) a minimum balance that satisfies the requirements of the Affiliate Platform under the “commissions” section (including any successor location as determined by the Affilate Platform) of your Affiliate Platform account, and satisfaction of any other requirements mandated by the Affiliate Platform to receive payment. We will not be required to make any Commission payments to you if you do not satisfy either of these conditions, and any such amounts will be forfeited.

(d) Commission payments will be paid to you in U.S. Dollars directly through the Affiliate Platform per the PartnerStack Partner Terms of Service. Any currency conversion will be made by the Affiliate Platform in accordance with the Affiliate Platform’s terms and conditions.

(e) You have thirty (30) days from the time of payment to review the Commission payments from PartnerStack and raise any disputes regarding such payment with us. If you do not raise any concerns or disputes during this time period, you will be deemed to have accepted the payment and no further payment obligations will be due or owed by ActiveCampaign with respect to the Referrals for which such Commission payment relates. You, and not ActiveCampaign, will be responsible for paying any applicable taxes and duties that may be imposed with respect to any Commissions or any other compensation or payments received under or in connection with this Agreement.

(f) We reserve the right to reverse Commissions due to returns, order cancellations, erroneous orders for Services, including orders for Exclusions, or erroneous payments made to you. In addition to any other rights or remedies we may have, we reserve the right to recover any Commissions paid on fraudulent or invalid transactions.

(g) Revenue from the following sources will not be eligible for, or otherwise count towards, a Commission (each an “Exclusion”):

1. Goods or services provided by ActiveCampaign, LLC’s related entities, including the Postmark service provided by AC PM LLC;
2. SMS Credits, Whatsapp Credits, and any other recurring credit subscription;
3. Any one-time purchases as described in Section 6 of ActiveCampaign’s standard Terms of Service;
4. Any Customer that uses the ActiveCampaign Services in violation of ActiveCampaign’s Acceptable Use Policy;
5. Any Customer using the ActiveCampaign Services to send content subject to additional scrutiny or in an industry subject to additional scrutiny, as described in ActiveCampaign’s Acceptable Use Policy;
6. Revenue sources identified by ActiveCampaign as excluded from commission in help articles accessible via https://help.activecampaign.com/hc/en-us/sections/201358430-Partner-Programs (or its successor URL).

(a) ActiveCampaign hereby grants to you during the Term (defined in Section 8 below) a non-exclusive, non-transferable, revocable, royalty-free license to establish hyperlinks between your Affiliate Site and the ActiveCampaign website and to use ActiveCampaign’s trade names, logos, trademarks, and service marks (the “AC Marks”) in connection with the Affiliate Site solely for the purpose of marketing and promoting the Services and advertising your participation in the Affiliate Partner Program.

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

As an Affiliate of the Affiliate Partner Program, you may participate in discussions in the ActiveCampaign Forums Community. Your participation in these forums and message boards is subject to our Terms of Service.

(a) General Restrictions. Affiliate will conduct its business and activities in a manner that promotes a good, positive image and reputation for ActiveCampaign and the Services. You will follow all community standards, rules, guidelines, and online terms applicable to your use or engagement on any social media platforms. The policies contained in our Acceptable Use Policy will also apply with respect to your Affiliate Site and activities in connection with this Agreement. Without limiting the generality of the foregoing, Affiliate will not:

i. use any inappropriate form of promotional, marketing, or advertising activity with your Link or Affiliate 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;

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

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

iv. include or provide for in any Affiliate 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;

v. impersonate any ActiveCampaign employee;

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

vii. use the string “ActiveCampaign” for, or include “Active” and “Campaign” as part of, any website domain name;

viii. post on the ActiveCampaign Forums Community or any social medial page or platform operated by ActiveCampaign in order to attempt to drive consumers to your Affiliate Site;

ix. offer any discounts, coupons, free trials, rebates, kickbacks, or any other promotional offers for any of the Services that are not expressly approved by ActiveCampaign in writing;

x. design any of your Affiliate Sites in a way that it resembles, copies, or otherwise has the look and feel of any ActiveCampaign properties, social media accounts, or Services;

xi. engage in any behavior that is fraudulent or has the intent of deceiving others to purchase any Services;

xii. use any artificial intelligence, automated software, or other technological tools to manipulate or create fake transactions for earning Commissions, create any fake or fraudulent Partner Documentation, or otherwise circumvent any restrictions imposed by the Affiliate Partner Program or Affiliate Platform;

xiii. spam or send bulk-emails including Links;

xiv. use paid advertising, search, or social pages for promoting Links, including by using any search engine marketing platform to purchase or bid on any key words or search terms that include any AC Marks, any ActiveCampaign branding, or any variations or misspellings thereof;

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

xvi. 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.

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

i. The receipt and use of the Services 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 access, use, and recommendation of the Services;

ii. You will not, directly or indirectly, access or use the Services if you are located in a jurisdiction where the provision of the Services is prohibited by law (a “Prohibited Jurisdiction”), including Cuba, Iran, North Korea, Syria and the Crimea region;

iii. You will not allow potential subscribers 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; and

iv. 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.

(c) Anti-Corruption Compliance. You understand and agree that:

i. 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, and marketing and promotion of the Services;

ii. 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;

iii. 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

iv. 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.

(d) Advertising and Marketing Compliance. You must comply with all applicable laws, regulations, rules, and guidance relating to advertising and marketing, including the United States Federal Trade Commission guidelines governing endorsements and testimonials. When you promote the Services, you must clearly and conspicuously disclose the affiliate relationship between you and ActiveCampaign and that you will receive commission for qualifying purchases made through your Link. To the extent required by applicable law, you will comply with any notice or disclosure obligations regarding your use of any artificial intelligence applications, tools, or other technology to create or generate any content for your use on or in connection with your Affiliate Site.

ActiveCampaign reserves the right at any time and for any reason in its sole discretion to modify this Agreement or any policy applicable to the Affiliate Partner Program, in whole or in part, or to modify or eliminate the Affiliate Partner Program. This means we can combine the Affiliate Partner Program with another program, change the provider of the Affiliate Platform, or discontinue or change the Commissions paid under the Affiliate Partner Program, except any change we make to the amount of the Commission will not apply to any Referrals existing at the time we make such change and to the remaining payments made by us for those Referrals. We may also modify Commissions within PartnerStack, and any notification you receive from PartnerStack regarding such modifications will serve as sufficient notice as if ActiveCampaign provided such notice to you directly. We reserve the right to suspend or remove affiliates from the Affiliate Partner Program at any time in our sole discretion. We will use commercially reasonable efforts to notify you of any such changes and will post the updated terms to our website. Your continued participation in the Affiliate Partner Program after such notice or your continued acceptance of any Commissions paid after any such changes are made will constitute your acceptance of the updated terms.

(a) The term of this Agreement (the “Term”) will begin upon your approved enrollment in the Affiliate Partner Program and will end when terminated. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party at least five (5) days written notice of termination.

(b) You are only eligible to earn Commissions on new subscriptions for Referrals occurring during the Term and that remain subscribed via a paid subscription for at least sixty (60) days as of the effective date of termination. ActiveCampaign may, in its sole discretion, pay you Commissions for any new subscribers that remain subscribed for sixty (60) days after the effective date of termination, but has no obligation to do so. Upon any termination of this Agreement, you will immediately discontinue use of the Link and cease any marketing and promotional activities for the Services, including use of the AC Marks.

(a) Each of the parties hereby represents and warrants to the other party that:

i. it has full power and authority to enter into this Agreement and to perform its obligations hereunder;

ii. it has obtained all permits, licenses, and other governmental authorizations and approvals required for its performance under this Agreement; and

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

(b) Additionally, you represent and warrant to ActiveCampaign that: (i) all information you provide in connection with the Affiliate Partner Program is accurate, complete, and up-to-date; (ii) your participation in the Affiliate Partner Program will not result in your breach or violation of any agreement or policy applicable to your relationship with any third parties; and (iii) you have all necessary rights, consents, and permissions to operate your Affiliate Site, including with respect to the content provided therein.

(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 Affiliate 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 AFFILIATE PARTNER 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 COMMISSIONS AFFILIATE MAY GENERATE DURING THE TERM, AND (II) ANY ECONOMIC OR OTHER BENEFIT THAT AFFILIATE MIGHT OBTAIN THROUGH ITS PARTICIPATION IN THE AFFILIATE PARTNER PROGRAM OR UNDER 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, LOST OPPORTUNITIES, OR LOST DATA) ARISING OUT OF THIS AGREEMENT, EVEN IF ACTIVECAMPAIGN HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED IN THIS AGREEMENT. EXCEPT FOR ANY COMMISSIONS ACTUALLY DUE AND OWED BY ACTIVECAMPAIGN TO AFFILIATE, 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 AFFILIATE UNDER THIS AGREEMENT IN THE THREE-MONTH PERIOD PRECEDING THE DATE ON WHICH THE FIRST CLAIM AROSE. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMIT.

(d) WE DISCLAIM ALL LIABILITY ARISING OUT OF YOUR USE OF THE AFFILIATE PLATFORM UNDER THE PARTNERSTACK PARTNER TERMS OF SERVICE. YOU ACKNOWLEDGE AND AGREE THAT PARTNERSTACK IS SOLELY RESPONSIBLE FOR ITS DATA COLLECTION PRACTICES AND PAYMENT PROCESSING SERVICES AS SET FORTH IN SUCH TERMS OF SERVICE, AND THAT ACTIVECAMPAIGN WILL NOT BE LIABLE FOR ANY CLAIMS, DAMAGES, LOSSES, OR ANY OTHER LIABILITY ARISING THEREFROM.

You agree to indemnify, defend, and hold harmless ActiveCampaign and our affiliates and subsidiaries, and our and their 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 Affiliate Site, a breach of your obligations or your representation and warranties under this Agreement, or the violation of any third party intellectual property rights in respect of your Affiliate Site and activities under this Agreement.

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 12 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 will 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 thirty (30) days of the date you first accepted the terms of this Section 12 by sending a written letter to ActiveCampaign, Attention: Affiliate Referral 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 13(c) of this Agreement.

(a) You and ActiveCampaign are entering this Agreement as independent contractors, and nothing will be construed to create a partnership, agency, joint venture, fiduciary, franchise, sales representative, corporate, or employment relationship between you and us. Any use of the term “partner,” “partnership,” or “Affiliate” in this Agreement is solely for descriptive purposes and will not imply or establish a legal partnership or any corporate relationship of any kind between you and ActiveCampaign, and neither party will have any authority to bind or take any actions on behalf of the other party or have the right to share in any profits or losses.

(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 party and will use commercially reasonable efforts to minimize the impact of the event.

(c) This Agreement has been made in and will be construed and enforced in accordance with the laws of the State of Illinois, without reference to its conflict of laws provisions. Subject to the applicability of Section 12 (Dispute Resolution; Binding Arbitration), you and ActiveCampaign expressly agree to exclusive jurisdiction in any competent court in Chicago, Illinois for any disputes arising out of or relating to this Agreement.

(d) Any notices under this Agreement will be given in writing. Notices may be given via electronic means, including by ActiveCampaign sending an email notification to the address associated with your ActiveCampaign account or providing notice through our Services, and will be deemed delivered and given for all purposes on the sent date, but, in the case of notices to ActiveCampaign, only if ActiveCampaign 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, LLC, Attention: Affiliate Partner Program, 1 North Dearborn Street, 5th Floor, Chicago, IL, 60602.

(e) You may not assign this Agreement, in whole or in part, or delegate any duties under it, without our prior written consent. We may freely assign this Agreement without your consent or approval. Any attempt by you to assign this Agreement without such consent will be null and void. 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 its subject matter, including the Affiliate Partner Program, and, subject to Section 1(a) with respect to your agreement to our Terms of Service and related policies, supersedes any previous or contemporaneous understandings or agreements, whether verbal or written, regarding such subject matter (including the ActiveCampaign Affiliate Referral Program Agreement). This Agreement does not modify or alter any other agreements you have with ActiveCampaign, including its Terms of Service, or any agreements that cover your participation in any other ActiveCampaign partner programs.

(h) If any provision of this Agreement is determined to be invalid, unlawful, void, or unenforceable to any extent, such provision will be either or both modified or interpreted to best reflect the parties’ intent, and if such modification or interpretation is not possible, the provision will be severed 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.

(i) Section headings are only for reference purpose and will not be used to interpret this Agreement. Any use of the term “includes” or “including” will be interpreted to be exemplary and followed by “but not limited to.”