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TABLE OF CONTENTS
API License Agreement
License Grant. Subject to your compliance with this Agreement, and for the term of this Agreement, we grant you a personal, revocable, limited, non-exclusive license (a) to use the application programming interface (“API”) documentation, the API key, programming instructions, tools, protocols, sample code, software development kits (“SDKs”), and/or other documentation made available to you by ActiveCampaign (collectively, the “API Materials”) for the purpose of developing your software application (“Application”) and (b) to use the Application to access ActiveCampaign’s proprietary cloud-hosted marketing platform, including any APIs used to access such platform (the “Services”) for internal business purposes. We may revoke this license at any time for any reason. We may also limit or suspend API calls from your Application if we determine in our sole judgment the number of API calls to the Services is excessive or you are violating this Agreement.
License Restrictions. You will not:
- reproduce, distribute, or otherwise provide or make the API Materials available to any third party;
- introduce into the Services any viruses, worms, Trojan horses, backdoors, or other malicious code through the Application or otherwise;
- make excessive API calls to the Services;
- attempt to derive the source code or object code for the Services or any component thereof, including by reverse engineering, decompiling, disassembling, or similar means;
- use your Application to interfere with or attempt to interfere with or disrupt the integrity, security, functionality, or proper working of the Services; or
- access and/or use the Services and API Materials in order to build a similar or competitive product.
Developer Sandbox Account
In connection with your use of the API Materials, we may allow you to register for a Developer Sandbox Account, which will have the same functionality limitations of a regular ActiveCampaign trial account (i.e., limited to adding up to 100 contacts, sending up to 100 emails, and no SMS credits for automations). Your use of the Services through your Developer Sandbox Account is subject to our Terms of Service. You must provide true, complete, and accurate account information, not share your access credentials with another party, and must maintain the security of your account. You will promptly notify us if you discover or suspect that someone has accessed your account without your permission. You are responsible for all activities that occur in connection with your account and accept all risks of unauthorized access.
Intellectual Property Ownership
ActiveCampaign owns the Services and all of the API Materials, including all intellectual property rights therein. Except for the limited rights granted to you under this Agreement, we do not, by any reason, transfer or grant any right, title, or interest in or to our intellectual property, whether by implication, estoppel, waiver, or otherwise. If you provide ActiveCampaign with any suggestions, recommendations, requests for features, feedback, or other ideas, we will have the unrestricted right to use any of them for any purpose as we deem appropriate without compensation to you.
Term and Termination
This Agreement will begin on the date you access the API Materials and will continue until we terminate this Agreement upon notice to you, which we may do at any time for any reason. Upon any termination of this Agreement, your right to access and use the API Materials will immediately cease, and you will promptly permanently erase all API Materials in your possession or control.
The API Materials are confidential and proprietary to ActiveCampaign. You (a) will protect all API Materials in strict confidence as the confidential information of ActiveCampaign; (b) will not disclose the API Materials to any third party and will prevent unauthorized disclosure of the API Materials using at least a commercially reasonable degree of care; and (c) will use the API Materials solely for the purpose of exercising your rights under this Agreement.
Representations and Warranties and Disclaimer
Your representations. You represent and warrant to us that (a) you have the right and authority to enter into and perform this Agreement; (b) you will not be breaching any agreement with a third party by entering into this Agreement; and (c) your Application will not infringe any third party’s intellectual property rights.
DISCLAIMER. THE API MATERIALS AND THE SERVICES ARE BEING PROVIDED TO YOU “AS IS” WITHOUT WARRANTY OF ANY KIND. ACTIVECAMPAIGN EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
LIMITATION OF LIABILITY
IN NO EVENT WILL ACTIVECAMPAIGN BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND RELATING TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ACTIVECAMPAIGN HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF THESE DAMAGES.
You will indemnify, defend, and hold us harmless from and against any losses (including attorneys’ fees) from any third-party claims arising out your breach of any term of this Agreement.
Governing Law; Arbitration
The provisions for Governing Law and Arbitration in the Terms of Service shall apply to any disputes relating to this Agreement.
We are independent contractors of each other and do not form any employee, agent, or partnership relationship. Our delay or failure to exercise any right under this Agreement or any law does not mean we waive that right in the future. If a court finds any term of this Agreement unenforceable, that term will be enforced to the maximum extent permissible, and the remainder of this Agreement will remain in full force and effect. This Agreement is the entire agreement between you and ActiveCampaign for the subject matter contained in this document. You may not assign this Agreement or your rights under it to any third party. We may freely assign this Agreement. This Agreement is binding upon and will inure to the benefit of the parties’ permitted successors and assigns. Nothing in this Agreement, express or implied, is intended to or will confer any rights on any entity other than you and ActiveCampaign.