The agreement requires customers to defend and indemnify ActiveCampaign against all third-party claims, damages, and legal costs arising from the customer's use of the platform, breach of the terms, or content the customer posts or transmits.
This analysis describes what ActiveCampaign's agreement states, permits, or reserves. It does not constitute a legal determination about enforceability. Regulatory applicability and practical outcomes may vary by jurisdiction, enforcement context, and individual circumstances. Read our methodology
This provision places financial and legal defense obligations on the customer for a broad range of claims arising from platform use, including claims by third parties such as the customer's own contacts, which is operationally significant for organizations that use the platform to process large volumes of personal data or conduct marketing campaigns.
The agreement requires customers to cover ActiveCampaign's legal costs and damages in any third-party claim connected to the customer's platform use, including claims relating to the customer's contact data, email campaigns, or account access by any user under the customer's credentials.
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"You agree to defend, indemnify and hold harmless ActiveCampaign and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of a) your use and access of the Service, by you or any person using your account and password; b) a breach of these Terms, or c) Content posted on the Service.— Excerpt from ActiveCampaign's ActiveCampaign Terms of Service
1. REGULATORY LANDSCAPE: Indemnification clauses in B2B SaaS agreements are generally enforceable in US jurisdictions. In GDPR contexts, indemnification between a controller and processor does not transfer regulatory liability to supervisory authorities; both parties may independently face regulatory exposure. The scope of indemnification covering 'any person using your account and password' creates exposure for organizations with multiple users or shared account access practices. 2. GOVERNANCE EXPOSURE: Medium. The breadth of the indemnification clause, covering all claims arising from use by any person accessing the account, creates exposure for organizations with shared credentials or where third-party agencies access the platform on the customer's behalf. Legal and compliance teams should assess whether the indemnification scope aligns with contractual arrangements with any marketing agencies or sub-processors using the account. 3. JURISDICTION FLAGS: Some EU jurisdictions limit the enforceability of broad indemnification clauses in standard commercial terms, particularly where they are not individually negotiated. Enterprise customers in the EU should review whether indemnification provisions in the standard terms are consistent with local contract law requirements. 4. CONTRACT AND VENDOR IMPLICATIONS: The indemnification obligation extends to claims arising from content posted on the service, which for marketing platform customers encompasses email content, contact list data, and any personally identifiable information uploaded to the platform. Procurement teams should verify that marketing agency agreements or sub-processor arrangements include back-to-back indemnification provisions. 5. COMPLIANCE CONSIDERATIONS: Compliance teams should audit all users with access to the ActiveCampaign account and ensure access controls and credential management practices are documented. Organizations using the platform through agencies or third-party integrations should confirm contractual indemnification obligations flow appropriately to those third parties.
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This provision places financial and legal defense obligations on the customer for a broad range of claims arising from platform use, including claims by third parties such as the customer's own contacts, which is operationally significant for organizations that use the platform to process large volumes of personal data or conduct marketing campaigns.
The agreement requires customers to cover ActiveCampaign's legal costs and damages in any third-party claim connected to the customer's platform use, including claims relating to the customer's contact data, email campaigns, or account access by any user under the customer's credentials.
ConductAtlas has identified this type of provision across 11 platforms. See the full comparison.
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