Affiliate Terms of Service

This is for Civic Shout Affiliates. Here are our Partner and Activist terms.

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These Terms and Conditions (“Terms”) will commence between Civic Shout LLC, d/b/a Civic Shout (“Civic Shout”) and you (“Affiliate Partner”) upon Affiliate Partner’s acceptance into Civic Shout’s Affiliate Program (as defined herein). These Terms shall apply to all Affiliate Partners, and Affiliate Partner consents to the Terms by applying to the Affiliate Program and accepting its status as an Affiliate Partner and using the Platform. “Affiliate program” shall refer to the program created by Civic Shout by which Affiliate Partners will generate additional Campaign traffic through the use of Affiliate Links.

1. Affiliate Program. Upon acceptance by Civic Shout into the Affiliate program, Affiliate Partner will receive access to an affiliate portal within Civic Shout’s online platform (“Platform”) to view and monitor affiliate petition campaigns for the purpose of generating referrals from Affiliate Partner’s contacts and sphere of influence, in order to generate opt-in email and SMS list subscribers to Civic Shout’s other partners (each applicable email or SMS list and their corresponding petition being a “Campaign”). Upon receiving access to the Platform and creating an account, Affiliate Partner may activate Affiliate Campaigns through the Platform, which shall generate unique URLs specific to the Affiliate Partner (the “Affiliate Link”). Upon activating an Affiliate Link, Affiliate Partner shall send its Affiliate Link to Affiliate Partner’s contacts via email and/or SMS, and Affiliate Partner shall earn compensation pursuant to Section 2 based upon the revenue generated directly through the Affiliate Link for the applicable Campaign. For the removal of doubt, the Affiliate Partner is only permitted to cause its contacts to engage with the Platform through the dissemination of its Affiliate Link via SMS and/or email, and any website traffic driven to the Platform by other means will not result in any compensation to Affiliate Partner unless specifically approved in advance in writing by Civic Shout.
2. Compensation. Civic Shout agrees to pay Affiliate Partner in an exchange for the opt-ins generated by Affiliate Partner’s Affiliate Links, an amount equal to a variable percent of the total revenue generated for Civic Shout (as determined by Civic Shout) directly through Affiliate Partner’s Affiliate Links, up to a variable monthly maximum as specified within the Platform portal (the “Earnings”). At any time, Affiliate Partner may specify that it desires to be paid the Earnings by receiving credit that it may use on the Platform as a partner of Civic Shout subject to Civic Shout’s Partner Terms of Service (“Partner Credit”). If Affiliate Partner elects to receive the Earnings in the form of Partner Credit, Affiliate Partner may use such Earnings to purchase opt-ins from Civic Shout at a twenty percent (20%) discount per order. Notwithstanding the foregoing, twice per month, typically on the first and third Monday of each month, Civic Shout shall initiate the transfer of any Earnings balance in excess of $100.00 to the designated bank account of Affiliate Partner, provided however that no Earnings shall be owed to Affiliate Partner unless and until Affiliate Partner earns Earnings of at least One Hundred Dollars ($100.00). Affiliate Partner is responsible for ensuring that the bank information submitted to Civic Shout is correct. Earnings do not include any foreign, federal, state, or local taxes that may be applicable to the Affiliate Partner.
3. Payment Processing. Civic Shout uses one or more third party payment platforms to process bank transactions for your account (“Payment Services”). By using the Payment Services and agreeing to these Terms, Affiliate Partner also agrees to be bound by the respective terms of service of the applicable payment platform. Affiliate Partner expressly understands and agrees that Civic Shout shall not be liable for any payments and monetary transactions that occur through Affiliate Partner’s use of the Payment Services. Affiliate Partner expressly understands and agrees that all payments and monetary transactions are handled by the applicable payment platform. Affiliate Partner agrees that Civic Shout shall not be liable for any issues regarding financial and monetary transactions between Affiliate Partner and any other party, including the applicable payment platform. Civic Shout is not liable for loss or damage from errant or invalid transactions processed with Affiliate Partner’s account with the applicable payment platform, which includes without limitations transactions resulting from data breaches or other misappropriation of information due to the Payment Services. This includes transactions that were not processed due to a network communication error, or any other reason. Affiliate Partner understands that Civic Shout uses the applicable payment platform to run the Payment Services and that the terms of service of the applicable payment platform is subject to change at any time and such changes may adversely affect the Payment Services. Affiliate Partner understands and agrees to not hold Civic Shout liable for any adverse effects that actions (whether intentional or unintentional) on the part of the applicable payment platform may cause to Affiliate Partner’s account with the applicable payment platform or Affiliate Partner’s account with Civic Shout.
4. License Grant. Subject to these Terms, Civic Shout grants to Affiliate Partner, for the duration of Affiliate Partner’s status as an Affiliate Partner, and for the Permitted Use (defined below) only, a limited, non-exclusive, worldwide, non-transferable, sub-licensable, revocable right to access the Platform. Affiliate Partner acknowledges that Civic Shout has no delivery obligation and will not ship copies of any software to Affiliate Partner as part of the Service. Affiliate Partner agrees that Affiliate Partner does not acquire under these Terms any right to access and/or use the Platform in excess of the scope and/or duration of the right of use and access of the Platform expressly granted hereunder. Upon termination or expiration of these Terms Affiliate Partner’s right to access and use the Platform will terminate. As used herein, “Permitted Use” means the generation of and promotion of Affiliate Links with respect to Campaigns.
5. Access to Platform. Civic Shout shall provide Affiliate Partner with non-exclusive access to the Platform pursuant to these Terms. Affiliate Partner must establish an account with Civic Shout in order to access the Platform and generate an Affiliate Link. Affiliate Partner may be required to provide certain information to Civic Shout to establish an account, including but not limited to Affiliate Partner or an authorized user’s name, payment and billing information, Affiliate Partner entity type, brand colors, logo, and email address. Affiliate Partner and its users shall be responsible for maintaining the security of user accounts, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Affiliate Partner’s account.
6. Limitations on Use. Civic Shout shall be entitled, at any time and for whatever reason, to limit, deny, create different priorities to different users, modify, or cancel the Affiliate Links without prior notice and in its sole discretion. Civic Shout may elect in its sole discretion to condition the continuation of the rights granted Affiliate Partner hereunder on Affiliate Partner accepting service improvements, corrections, adaptations, and conversions to more recent versions or any other changes to the Affiliate Links.
7. License Restrictions. Affiliate Partner will not, and will not permit any third party to, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Platform; or otherwise use the Platform for the benefit of a third party. Affiliate Partner will use the Platform only in compliance with all applicable laws and regulations and this Agreement.
8. Ownership. These Terms do not convey any rights of ownership in or title to the Platform, including copies or modifications thereof and anything developed and delivered under these Terms. The Platform is proprietary and contains valuable trade secrets of Civic Shout. All right, title and interest in the Platform, and any modifications, corrections, bug fixes, enhancements, updates, additions, or new works created by Civic Shout (alone or in collaboration with Affiliate Partner) or derived therefrom, is and will remain the sole and exclusive property of Civic Shout.
9. Termination.
   1. By Affiliate Partner. Affiliate Partner may fully terminate its use of the Platform at any point. Such termination will result in the deactivation or disablement of Affiliate Partner’s account and access to it, and any then-outstanding Earnings or charge shall be paid, with no further Earnings being owed from that date forward.
   2. By Civic Shout. If Affiliate Partner breaches any of the terms, conditions, or covenants of these Terms, then, in addition to all other rights and remedies at law or in equity, Civic Shout shall have the right to immediately terminate these Terms, remove Affiliate Partner from the Affiliate program, and remove access to the Platform. Notwithstanding the foregoing, Civic Shout may suspend or terminate these Terms immediately if Civic Shout determines in its reasonable discretion that it must terminate these Terms to avoid or minimize its liability to third parties or protect the reputation of the Civic Shout, upon prior written notice to Affiliate Partner. Civic Shout shall pay to Affiliate Partner any unpaid amounts due under these Terms that accrued prior to notice of termination. Civic Shout further retains the right to terminate the entire Affiliate program upon thirty (30) days’ notice to Affiliate Partner.
10. Privacy. Each party represents and warrants that it will comply with all applicable privacy laws and regulations (“Privacy Rules”) in connection with the Platform utilized.
11. Compliance with Reporting and Campaign and Tax-Exemption Laws. Civic Shout has endeavored to structure its products and Platform in a manner that does not result in participating in or intervening in any political campaign within the meaning of Section 501(c)(3) of the Internal Revenue Code and related regulations and without making or receiving a contribution that would be reportable to the Federal Election Commission (FEC).  However, Affiliate Partner agrees and acknowledges that Affiliate Partner is solely responsible for compliance with the laws and regulations relating to Affiliate Partner’s tax-exempt status (if applicable) and the campaign finance laws to which it may be subject, and that failure to comply with such laws, rules, or regulations may expose Affiliate Partner to fees, fines, or other liability for which Affiliate Partner will be solely responsible, and that Affiliate Partner has agreed to indemnify and hold harmless Civic Shout on the terms described in Section 16 for certain claims, fines, penalties, suits, actions, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with this Section. Affiliate Partner further understands and acknowledges that dissemination of the Affiliate Links may entail the dissemination of materials which qualify as political advertisements under federal, state, or local laws and regulations, and which may require specific disclaimers and reporting. If you have questions about this Section, please contact [email protected]
12. Confidential Information. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party's business (hereinafter referred to as “Confidential Information” of the Disclosing Party). The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information; and (ii) not to use (except to perform its obligations hereunder or as permitted herein) or divulge to any third person any such Confidential Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any Confidential Information that the Receiving Party can document (a) is or becomes generally available to the public; or (b) was in its possession or known by its prior to receipt from the Disclosing Party; or (c) was rightfully disclosed to it by a third party; or (d) was independently developed without use of any Confidential Information of the Disclosing Party; or (e) is required by law. The Disclosing Party is entitled to seek injunctive relief to prevent or mitigate disclosure or threatened disclosure of any Confidential Information, and Receiving Party agrees that disclosure or threatened disclosure of Confidential Information would cause irreparable harm to Disclosing Party that could not be remedied by money damages alone.
13. Representations and Warranties.
    1. Each party represents and warrants to the other party that it has the power and authority to enter into these Terms.
    2. Affiliate Partner represents and warrants to Civic Shout that it will use the Affiliate Links and Platform in a manner consistent with generally accepted industry standards.
14. Disclaimers.
    1. No Guarantee of Results. Affiliate Partner understands and acknowledges that, it is not possible to guarantee that Affiliate Links will generate Earnings. Affiliate Partner hereby acknowledges and agrees that Civic Shout shall not be liable for the failure of Affiliate Partner or any Affiliate Link to result in the generation of Earnings.
    2. AFFILIATE PARTNER EXPRESSLY UNDERSTANDS AND AGREES THAT THE PLATFORM IS PROVIDED TO AFFILIATE PARTNER STRICTLY ON AN "AS IS" AND “AS AVAILABLE” BASIS, AND THAT AFFILIATE PARTNER’S USE OF THE PLATFORM IS AT AFFILIATE PARTNER’S SOLE RISK. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY CIVIC SHOUT. CIVIC SHOUT MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE PLATFORM, OR THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE. CIVIC SHOUT DOES NOT GUARANTEE THAT SECURITY MEASURES WILL BE ERROR-FREE AND WILL NOT BE RESPONSIBLE OR LIABLE FOR UNAUTHORIZED ACCESS BEYOND ITS REASONABLE CONTROL. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND FOR THE REMOVAL OF DOUBT, CIVIC SHOUT DOES NOT REPRESENT OR WARRANT THAT: THE PLATFORM WILL BE ERROR-FREE, OF ANY PARTICULAR QUALITY OR, IN GENERAL, AS YOU EXPECT; b. IN CONNECTION WITH ANY PART OF THE PLATFORM THAT IS ACCESSED OR OTHERWISE UTILIZE THE INTERNET OR ANY SOFTWARE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, THIS DISCLAIMER EXTENDS TO THE SECURITY AND RELIABILITY OF SUCH PLATFORM AND ITS ADMINISTRATION WITHOUT VIRUSES OR OTHER HARMFUL COMPONENTS OR ACTIONS SUCH AS BREACHES OR HACKING; c. THE AFFILIATE LINK WILL RESULT IN EARNINGS.
    3. Account Use. Affiliate Partner is solely responsible for management of their account, and Civic Shout shall not be held liable or responsible in any way for the actions, mismanagement, malfeasance, fraud, or the like of any individual to whom Affiliate Partner grants access to its account and the data affiliated therewith.
15. Internet Delays. AFFILIATE LINKS MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. YOU AGREE THAT CIVIC SHOUT IS NOT RESPONSIBLE OR LIABLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
16. Indemnification. By entering into these Terms and using the Platform, Affiliate Partner agrees that it will defend at its expense and hold Civic Shout, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, members, employees, attorneys, assigns and agents, harmless from and against any and all claims, fines, penalties, suits, actions, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with:
    1. Affiliate Partner’s violation or breach of any term of these Terms or any applicable law or regulation, whether or not referenced herein;
    2. Affiliate Partner’s violation of any rights of any third party;
    3. Affiliate Partner’s use or misuse of the Platform;
    4. Use or misuse of Affiliate Partner’s account and data obtained using such account by a person to whom Affiliate Partner granted access to such account;
    5. Any and all other claims, suits, actions, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with the Platform or the Affiliate Partner’s relationship with Civic Shout, including but not limited to any such claims, suits, actions, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising from any data breach, hacking, or similar misappropriation of information that was collected or obtained as part of the administration of the Platform by Civic Shout or its parent organizations, subsidiaries, affiliates, officers, directors, members, employees, attorneys, assigns and agents.
    6. Affiliate Partner’s violation of any federal or state laws, including but not limited to any such violations relating to Affiliate Partner’s tax status.
17. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CIVIC SHOUT BE LIABLE TO AFFILIATE PARTNER OR ANY THIRD PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF GOODWILL OR BUSINESS REPUTATION, BUSINESS INTERRUPTION, LOSS OR MISAPPROPRIATION OF DATA OR PERSONAL INFORMATION, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF OR CONNECTED IN ANY WAY WITH THE PLATFORM AND OTHER THIRD PARTY ITEMS AND/OR THESE TERMS, OR FOR ANY CLAIM BY ANY THIRD PARTY (INCLUDING FOR INTELLECTUAL PROPERTY INFRINGEMENT), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
18. Changes and Updates. Civic Shout may change these Terms at any time for a variety of reasons, such as to reflect changes in applicable law or updates to the Platform. The most current version will always be posted on Civic Shout’s website. If an amendment is material, as determined in Civic Shout’s sole discretion, Civic Shout will notify Affiliate Partner by email. Notice of amendments may also be provided upon Affiliate Partner user’s login to Affiliate Partner’s account. Changes will be effective no sooner than the day they are publicly posted. In order for certain changes to become effective, applicable law may require Civic Shout to obtain Affiliate Partner’s consent to such changes, or to provide Affiliate Partner with sufficient advance notice of them. If Affiliate Partner does not want to agree to any changes made to the Terms, Affiliate Partner must stop using the Platform, because by continuing to use the Platform Affiliate Partner indicates its agreement to be bound by the updated Terms.
19. General. These Affiliate Partner Terms of Service constitute the complete and exclusive agreement between Affiliate Partner and Civic Shout with respect to the subject matter hereof, and supersede all prior oral or written understandings, communications or agreements unless expressly set forth herein.  Neither party will have the right to assign these Terms, except that either party may assign its rights and obligations without consent to a successor to substantially all its relevant assets or business. Either party may identify the other party as a contractor or client (using the other party’s name) and generally describe the nature of the relationship in marketing materials to current and prospective clients. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. These Terms and any dispute arising hereunder shall be governed by the laws of the State of Ohio, without regard to the conflicts of law provisions thereof. In any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover reasonable costs and attorneys’ fees. Any lawsuit arising from or related to these Terms or the Platform shall be brought exclusively before a court of competent jurisdiction in the state courts of New York, and you hereby consent to the jurisdiction of any such court. Without limiting anything herein, and except for payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions and power failures. For all purposes under these Terms each party shall be and act as an independent contractor and shall not bind nor attempt to bind the other to any contract. Any notices in connection with these Terms will be in writing and sent to the address specified in the Affiliate Partner’s account.
20. These Terms and Conditions were last updated: November 27, 2023.