The agreement excludes ActiveCampaign's liability for indirect, consequential, incidental, and punitive damages, and caps total financial liability to the customer at fees paid in the prior twelve months.
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 limits the maximum financial recovery available to customers for claims against ActiveCampaign to twelve months of subscription fees, regardless of the scale of operational or data-related losses incurred, which is a material consideration for enterprise customers with significant revenue or data exposure tied to the platform.
Interpretive note: Enforceability of the consequential damages exclusion and fee cap may vary by jurisdiction, particularly in EU member states and where gross negligence or willful misconduct is involved.
Under this clause, the maximum amount a customer may recover from ActiveCampaign for any claim, including data loss or service outage, is limited to fees paid in the preceding twelve months, and claims for lost profits, lost data, or reputational harm are not recoverable.
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"In no event shall ActiveCampaign, its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from your access to or use of (or inability to access or use) the service. ActiveCampaign's total liability to you for all claims shall not exceed the amounts paid by you to ActiveCampaign in the twelve (12) months preceding the claim.— Excerpt from ActiveCampaign's ActiveCampaign Terms of Service
1. REGULATORY LANDSCAPE: Limitation of liability clauses in B2B SaaS agreements are generally enforceable in US jurisdictions, though some states impose restrictions on their applicability in cases of gross negligence or willful misconduct. Under GDPR, contractual limitations of liability between a data controller and processor may not fully excuse compliance obligations, particularly where data breaches trigger regulatory fines assessed against the controller. The FTC does not directly regulate limitation of liability clauses but may scrutinize terms that limit accountability for data security failures under its data security authority. 2. GOVERNANCE EXPOSURE: High for enterprise customers. The twelve-month fee cap may be significantly lower than actual operational losses for customers with large contact databases or revenue-critical automation workflows. The exclusion of consequential damages, including lost profits and data loss, is standard in SaaS agreements but operationally significant for customers whose business processes are tightly integrated with the platform. 3. JURISDICTION FLAGS: Certain EU member state laws impose mandatory liability floors that contractual caps cannot override, particularly in cases involving personal data breaches. UK law similarly limits the enforceability of exclusion clauses under the Unfair Contract Terms Act in certain commercial contexts. California and other US states may restrict liability waivers in cases of fraud or intentional misconduct. 4. CONTRACT AND VENDOR IMPLICATIONS: Enterprise procurement teams should evaluate whether the twelve-month fee cap is commercially adequate given the customer's data volume and operational dependency. Negotiation of enterprise order forms may permit enhanced liability terms. The exclusion of consequential damages may affect the customer's ability to recover costs associated with regulatory investigations, customer notification obligations, or reputational remediation following a data incident attributable to the platform. 5. COMPLIANCE CONSIDERATIONS: Organizations should assess their cyber insurance coverage to determine whether gaps created by this liability cap are addressed. Enterprise customers should document the value of data and operational workflows hosted on the platform to support risk quantification. GDPR-regulated organizations should confirm whether their DPA with ActiveCampaign addresses liability allocation for data breach scenarios consistent with Article 82 of the GDPR.
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This provision limits the maximum financial recovery available to customers for claims against ActiveCampaign to twelve months of subscription fees, regardless of the scale of operational or data-related losses incurred, which is a material consideration for enterprise customers with significant revenue or data exposure tied to the platform.
Under this clause, the maximum amount a customer may recover from ActiveCampaign for any claim, including data loss or service outage, is limited to fees paid in the preceding twelve months, and claims for lost profits, lost data, or reputational harm are not recoverable.
ConductAtlas has identified this type of provision across 236 platforms. See the full comparison.
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