THIS COPY IS PROVIDED AS A COURTESY ONLY AND DOES NOT CONSTITUTE LEGAL ADVICE.
TABLE OF CONTENTS
BY CLICKING “ACCEPT” OR SIMILAR BUTTON OR OTHERWISE ACCESSING OR USING APP STUDIO SERVICES, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE APP STUDIO SERVICES.
1) General Use
(a) You must be at least 18 years of age to access or use the App Studio Services, and by entering into this Agreement, you represent that you are at least 18 years of age or older. If you are accessing or using the App Studio Services on behalf of another company or other legal entity, you represent that you are authorized to accept and bind that company or legal entity to this Agreement.
(b) We may make changes to this Agreement from time to time at our sole discretion. If we make changes, we will use commercially reasonable efforts to provide advance notice of the changes, and we will post the amended Agreement to our website and update the “Last Updated” date above. The amended Agreement will be effective immediately, and your continued access to and use of the App Studio Services will confirm your acceptance of the changes. If you do not agree to the amended Agreement, you must stop accessing and using the App Studio Services.
2) Use of App Studio
ActiveCampaign grants you a limited, non-exclusive, non-transferable, revocable right to access and use App Studio, solely in accordance with this Agreement, for your own internal business purposes. We may make modifications to App Studio from time to time and will use commercially reasonable efforts to notify you of any material modifications. We reserve the right to change, update, enhance, revise, or discontinue offering App Studio at any time. ActiveCampaign will not be liable to you nor to any third party for losses, damages, costs, or expenses resulting from any changes or modification to or discontinuation of App Studio as described in this paragraph.
3) Use of API Materials
(a) Subject to the terms and conditions of this Agreement, ActiveCampaign grants you a limited, non-exclusive, non-transferable, non-sublicensable license to use any application programming interface (“API”) documentation, API keys, programming instructions, authentications, protocols, or sample code made available to you in connection with App Studio (collectively, the “API Materials”) to (i) develop your Customer Application at your sole expense and (ii) use your Customer Application to integrate or interact with the Platform. You may allow third-party contractors developing the Customer Application on your behalf to access and use the API Materials through your account on the condition that any such contractor has entered into a written agreement with you that contains terms that are consistent with your obligations under this Agreement, including with respect to confidentiality, and you remain fully responsible and liable for the acts or omissions of any such contractor. ActiveCampaign reserves the right to limit the number of Customer Applications you may develop through App Studio.
(b) You will comply with or otherwise adhere to any guidelines, rules, requirements, or specifications that are part of the API Materials or provided in connection with App Studio in respect of your development and testing of your Customer Application.
(c) We reserve the right to change, update, enhance, revise, or discontinue the API Materials at any time. If any such change, update, enhancement, revision, or discontinuation would, in the reasonable determination of ActiveCampaign, adversely affect your access to or use of the Customer Application or the Platform, ActiveCampaign will use commercially reasonable efforts to provide you advance prior written notice. Our change, update, enhancement, or revision to or discontinuation of the API Materials may require you to update your Customer Application to continue functioning properly with the Platform. ActiveCampaign will have no liability to you for any losses, damages, costs, or expenses resulting from any changes or modifications to or discontinuation of the API Materials as described in this paragraph.
(d) You will not: (i) reproduce, distribute, or otherwise provide or make the API Materials available to any third party; (ii) modify, improve, or create any derivative works of the API Materials except as necessary to develop your Customer Application for the purposes set forth in this Agreement; (iii) introduce into App Studio any viruses, worms, Trojan horses, backdoors, or other malicious code (“Harmful Code”) through your Customer Application or otherwise; (iv) access the App Studio Services in order to build a similar or competitive product; (v) use your Customer Application to interfere with or attempt to interfere with or disrupt the integrity, security, functionality, or proper working of App Studio or the Platform; or (vi) attempt to derive the source code or object code for App Studio, the Platform, or any component thereof, including by reverse engineering, decompiling, disassembling, or similar means.
(e) You will comply with all laws and regulations that apply to you with respect to your use of the Platform and the App Studio Services.
4) Ownership of the App Studio Services
As between you and ActiveCampaign, ActiveCampaign solely owns the App Studio Services and all ActiveCampaign trademarks, service marks, logos, tradenames, slogans, or other source identifiers of ActiveCampaign, including all intellectual property rights therein and associated goodwill. You will not use any of the ActiveCampaign trademarks, service marks, logos, tradenames, slogans, or other source identifiers of ActiveCampaign on or as part of your Customer Application. 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.
5) Customer Application
(a) You own all rights to the Customer Application, including all intellectual property rights therein.
(b) You are solely responsible for making back-up copies of your Customer Application and any related code, documentation, content, and data that you may store using App Studio. ActiveCampaign will have no liability to you whatsoever relating to any failure to maintain back-up copies of any of the foregoing or your inability to access your Customer Application and documentation for any reason.
(c) You grant ActiveCampaign a worldwide, non-exclusive, transferable, sublicensable, royalty-free, fully paid-up, perpetual, irrevocable license to access, copy, use, distribute, license, sublicense, make available to third parties, modify, publicly perform, and publicly display the Customer Application.
6) Term and Termination
This Agreement will begin on the date of your acceptance 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 App Studio Services will immediately cease, and you will promptly, and require any third-party contractors you engage to develop your application to, permanently delete and erase all API Materials in your or their possession or control.
7) Customer Application Review and Approval
Upon completing the development of your Customer Application or upon request by ActiveCampaign at any time, but in any case, before you are allowed to publish or otherwise use it with the Platform, you must submit your Customer Application to ActiveCampaign for review and approval. ActiveCampaign will have the right, but not the obligation, to review, test, or evaluate your Customer Application at any time for Harmful Code, security vulnerabilities, errors, defects, and/or compliance with the API Materials. Any such review, testing, evaluation, or approval does not constitute any determination, acknowledgement, or endorsement that your Customer Application is free from Harmful Code, vulnerabilities, errors, or defects or otherwise complies with the API Materials. If ActiveCampaign rejects your Customer Application, you may correct, redesign, or redevelop your Customer Application so that it complies with all of our requirements and specifications and resubmit it for review and approval. ActiveCampaign may reject the integration or use of your Customer Application with the Platform for any reason, at any time without any liability to you. In addition, ActiveCampaign may, at any time, obtain access to your Customer Application and related documentation from App Studio.
8) Confidential Information
(a) The API Materials and any related guidelines, rules, requirements, or specifications (“Confidential Information”) are confidential and proprietary to ActiveCampaign. You (i) will protect all Confidential Information in strict confidence as the confidential information of ActiveCampaign; (ii) will not disclose the Confidential Information to any third party and will prevent unauthorized disclosure of the Confidential Information using at least a commercially reasonable degree of care; and (iii) will use the Confidential Information solely for the purpose of exercising your rights under this Agreement.
(b) ActiveCampaign may also be developing its own similar or competing applications and products or may decide to do so in the future. To avoid potential misunderstandings, ActiveCampaign cannot agree, and expressly disclaims, any confidentiality obligations or use restrictions, express or implied, with respect to any information or data that you may provide in connection with this Agreement.
9) Independent Development
Nothing in this Agreement will restrict or limit ActiveCampaign’s right to develop, acquire, license, market, promote, or distribute products, software, or services that perform the same or similar functions or contain the same or similar features as, or otherwise compete with, your Customer Application or any other products, software, or services that you may develop, produce, market, or distribute. 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 the foregoing for any purpose as we deem appropriate without compensation or notice to you.
10) Representations and Warranties; Disclaimer and Release
(a) You represent and warrant to us that (i) you have the right and authority to enter into and perform this Agreement; (ii) you will not be breaching any agreement with a third party by entering into this Agreement; and (iii) your Customer Application is your sole and original work, does not contain components that are subject to third-party rights, and does not and will not infringe or misappropriate any third party’s intellectual property rights.
(b) THE APP SOURCE SERVICES, INCLUDING ALL API MATERIALS, AND ANY THIRD-PARTY APPLICATIONS MADE AVAILABLE TO YOU ARE BEING PROVIDED “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, TITLE, OR NON-INFRINGEMENT.
(c) To the fullest extent permitted by applicable law, you release ActiveCampaign from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to (a) the acts or omissions of third parties as they relate to this Agreement or activities performed in connection with it or (b) disputes between users and you and other users. YOU EXPRESSLY WAIVE ANY RIGHTS YOU MAY HAVE UNDER CALIFORNIA CIVIL CODE §1542, WHICH PROVIDES “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY,” AS WELL AS ANY OTHER STATUTE OR COMMON LAW PRINCIPLES THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE ONLY THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.
11) Terms of Service
For clarity and without limiting the applicability of any provision of the Terms of Service, Sections 11 (Indemnification), 12 (Disclaimers), 13 (Limitation of Liability), 16 (Export Control, Sanctions Compliance and Anti-Corruption Compliance), 17 (Commercial Items), 18 (Dispute Resolution; Binding Arbitration), and 19 (Governing Law and Venue) apply in respect of your use of the App Studio Services as “Services” in our Terms of Service.