Terms of Service

This document is for Civic Shout’s platform partners. Supporter-facing terms can be found here.


These Terms and Conditions (“Terms”) will commence between Simple Circle LLC, d/b/a Civic Shout (“Service Provider”) and (“Company”) upon Company’s use of the platform or services. These Terms shall apply to all Services provided by Service Provider to Company.

  1. Services. Company will receive access to Service Provider’s online platform (“Platform”) to create, conduct and monitor letter-writing campaigns to U.S. Congress members (“Campaign”). Service Provider will submit the messages created by Campaign participants (“Messages”) to members of Congress based on Campaign’s targeting criteria. Additional service-specific terms and policies apply to some services as set forth in a separate purchase agreement (“Purchase Agreement”). Those Purchase Agreements become a part of Company’s agreement with Service Provider if Company uses those services. For example, if Company uses Service Provider’s Sponsored Campaign services, the Purchase Agreement applies.
  2. Platform Fees. Company agrees to pay Service Provider for the Services as set forth in any applicable Purchase Agreement (the “Fees”), in these Terms, and as described in any receipt from Service Provider. Where applicable, Company will be billed using the billing method Company selected through Company’s account management page. Fees do not include any foreign, federal, state or local taxes that may be applicable to the sale of the Services to Company. When Service Provider has the legal obligation to collect such taxes, the appropriate amount shall be added to Company’s Fees and paid by Company, unless Company provides Service Provider with a valid tax exemption certificate authorized by the appropriate taxing authority.
    1. Credit Cards Company understands that use of the Services may result in charges to Company for the Services Company receives. Fees paid by Company are final and non-refundable, except as provided in these Terms, as otherwise determined by Service Provider, or when required by law. If Company elects to pay the fees by credit card, Company represents and warrants that the credit card information Company provides is correct and Company will promptly notify Service Provider of any changes to such information. Upon Company’s agreement to obtain the Services, Service Provider may (but shall not be required to) pre-authorize and charge Company’s credit card or other preferred payment method in an amount deemed appropriate by Service Provider to cover the Services. Thereafter, Service Provider may charge a pre-authorization for additional use of the Services.
    2. Payment Processing. Service Provider uses one or more third party payment platforms to process credit and debit card transactions for your account (“Payment Services”). By using the Payment Services and agreeing to these Terms, Company also agrees to be bound by the respective terms of service of the applicable payment platform. Company expressly understands and agrees that Service Provider shall not be liable for any payments and monetary transactions that occur through Company’s use of the Payment Services. Company expressly understands and agrees that all payments and monetary transactions are handled by the applicable payment platform. Company agrees that Service Provider shall not be liable for any issues regarding financial and monetary transactions between Company and any other party, including the applicable payment platform. Company is responsible for all transactions (one-time, recurring and refunds) processed through the Payment Services and/or the applicable payment platform. Service Provider is not liable for loss or damage from errant or invalid transactions processed with Company’s account with the applicable payment platform. This includes transactions that were not processed due to a network communication error, or any other reason. Company understands that Service Provider 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. Company understands and agrees to not hold Service Provider liable for any adverse effects that actions (whether intentional or unintentional) on the part of the applicable payment platform may cause to Company’s account with the applicable payment platform or Company’s account with Service Provider.
    3. Establishing Fees. As between Service Provider and Company, Service Provider reserves the right to establish, remove and/or revise charges for any or all services obtained through the use of the Services at any time in Service Provider's sole discretion. Charges will be made as provided on Service Provider’s website from time to time, as it may be changed from time to time. Service Provider will use reasonable efforts to inform you of charges that may apply, provided that you will be responsible for charges incurred under your Service Provider account regardless of your awareness of such charges or the amounts thereof.
  3. Branded Campaigns. This Section 3 applies to Company only if it has elected to obtain Branded Campaigns, which provides access to Service Provider’s Services on a self-serve basis.
    1. Fees. Messages that Service Provider submits on behalf of Company shall be charged as follows:
      1. House of Representatives: Zero cents ($0.00) per Message
      2. Senate: fax with contact-form fallback: Three cents ($0.04) per Message
      3. Senate: contact form exclusively: Eight cents ($0.08) per Message
    2. Receipts. Company will be charged on the first day of each month for the balance of its fees as indicated in its account management page, which will be charged to Company’s credit card pursuant to these Terms.
  4. License Grant. Subject to these Terms, Service Provider grants to Company, for the service term set forth in the Purchase Agreement and for the Permitted Use (defined below) only, a limited, non-exclusive, worldwide, non-transferable, sub-licensable, revocable right to access and use the Service. Company acknowledges that Service Provider has no delivery obligation and will not ship copies of any software to Company as part of the Service. Company agrees that no license to the Services is being granted hereby and that Company does not acquire under these Terms any right to access and/or use the Services in excess of the scope and/or duration of the right of use and access of the Services expressly granted hereunder. Upon termination or expiration of these Terms or the Services hereunder, Company’s right to access and use the Services will terminate. As used herein, “Permitted Use” means the following limited uses by employees and contractors of Company: create and promote Campaigns on behalf of Company.
  5. Access to Platform. Service Provider shall provide Company with non-exclusive access to the Platform and Services pursuant to these Terms. Company must establish an account with Service Provider in order to access the Services. Company may be required to provide certain information to Service Provider to establish an account, including but not limited to Company or an authorized user’s name, payment and billing information, and email address. Company 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 Company’s account.
  6. Limitations on Use. Service Provider shall be entitled, at any time and for whatever reason, to limit, deny, create different priorities to different users, modify, or cancel the Services and/or some or all of the functionality or content of the Services without prior notice. Service Provider may elect in its sole discretion to condition the continuation of the rights granted Company hereunder on Company accepting service improvements, corrections, adaptations, and conversions to more recent versions or any other changes to the Service.
  7. License Restrictions. Company 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 Services; or otherwise use the Services for the benefit of a third party. Company will use the Services and Platform only in compliance with all applicable laws and regulations.
  8. Ownership. These Terms do not convey any rights of ownership in or title to the Service, including copies or modifications thereof and anything developed and delivered under these Terms. The Service is proprietary and contains valuable trade secrets of Service Provider. All right, title and interest in the Service, and any modifications, corrections, bug fixes, enhancements, updates, additions, or new works created by Service Provider (alone or in collaboration with Company) or derived therefrom, is and will remain the sole and exclusive property of Service Provider, but, if applicable, will be included as part of the Services for purposes of the rights granted to Company hereunder. Any and all modifications or enhancements to the Services made by or authorized by Company or Company’s users or Service Provider remain the sole property of Service Provider. Company’s use of the Service, and any modification thereof, is limited to that specifically permitted in these Terms.
  9. Termination.
    1. By Company. Company may terminate its use of the Services at any point through its account management page. Such termination will result in the deactivation or disablement of Company’s account and access to it.
    2. By Service Provider. If Company breaches any of the terms, conditions or covenants of these Terms, and the breach continues for a period of thirty (30) days after Service Provider gives written notice to Company thereof, then, in addition to all other rights and remedies at law or in equity, Service Provider shall have the right to immediately terminate these Terms, effective on the fourteenth (14th) day following the notice of breach. Notwithstanding the foregoing, Service Provider may suspend or terminate these Terms immediately if (a) Company fails to make a payment due hereunder, or (b) Service Provider otherwise determines in its reasonable discretion that it must terminate these Terms to avoid or minimize its liability to third parties, upon prior written notice to Company. Within fourteen (14) days of the termination of these Terms, Company shall pay Service Provider any unpaid amounts for the Services accrued prior to notice of termination and for all costs arising from such termination, including reasonable attorneys’ fees.
  10. Privacy. Each party represents and warrants that it will comply with all applicable privacy laws and regulations (“Privacy Rules”) in connection with the Services utilized.
  11. Prohibited Language. Company may not use any language in its Campaigns that contain obscene language or sexual content; threaten or defame any person or organization; violate the legal ownership interest of another party; promote illegal activity; promote commercial services or products; grossly disrespect any individual or entity; contain false or misleading information; or contain hate speech (“Content Standards”). Service Provider may, at its sole discretion, unpublish a Campaign if it determines that language in the Campaign violates Content Standards immediately without prior written notice.
  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 Confidential Information after five years following the termination of these Terms or 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.
  13. Warranties.
    1. Each party warrants to the other party that it has the power and authority to enter into these Terms.
    2. Service Provider warrants to Company that it will (a) perform the Services substantially in accordance with its documentation under normal use; and (b) provide the Services in a manner consistent with generally accepted industry standards.
    3. Company warrants to Service Provider that Campaigns shall not contain content prohibited by any applicable law.
  14. Disclaimers.
    1. No Guarantee of Results. Company understands and acknowledges that, it is not possible to guarantee that the performance of the Services will be successful in producing any specific results. Company hereby acknowledges and agrees that Service Provider shall not be liable for the failure of the performance of the Services to generate any expected or useful results.
    2. COMPANY EXPRESSLY UNDERSTANDS AND AGREES THAT THE SERVICES AND PLATFORM ARE PROVIDED TO COMPANY STRICTLY ON AN "AS IS" AND “AS AVAILABLE” BASIS, AND THAT COMPANY’S USE OF THE PLATFORM AND SERVICES ARE AT COMPANY’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 SERVICE PROVIDER.

      SERVICE PROVIDER MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES, OR THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE. SERVICE PROVIDER 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, THE COMPANY DOES NOT REPRESENT OR WARRANT THAT:

      a. THE MESSAGES WILL BE DELIVERED TO MEMBERS OF CONGRESS AS EXPECTED TO PROVIDE SERVICES OR THAT SERVICES WILL BE ERROR-FREE, OF ANY PARTICULAR QUALITY OR, IN GENERAL, AS YOU EXPECT. IN CONNECTION WITH ANY PART OF THE SERVICES THAT ARE 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 SERVICES AND THEIR PROVISION WITHOUT VIRUSES OR OTHER HARMFUL COMPONENTS;

      b. THE SERVICES WILL MEET OR EXCEED YOUR REQUIREMENTS OR EXPECTATIONS;

      c. THE QUALITY OF ANY LEADS OR SERVICES PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET OR EXCEED YOUR REQUIREMENTS OR EXPECTATIONS, OR

      e. ERRORS OR DEFECTS IN THE SERVICES WILL BE CORRECTED.

  15. Internet Delays. SERVICE PROVIDER'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. SERVICE PROVIDER IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
  16. Indemnification. By entering into these Terms and using the Services, Company agrees that it will defend at its expense Service Provider, 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, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with:
    1. Company’s violation or breach of any term of these Terms or any applicable law or regulation, whether or not referenced herein;
    2. Company’s violation of any rights of any third party; or
    3. Company’s use or misuse of the Services.
  17. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE TO COMPANY 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 OF DATA, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF OR CONNECTED IN ANY WAY WITH THE SERVICES 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. THE TOTAL LIABILITY OF SERVICE PROVIDER TO COMPANY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY COMPANY FOR THE SERVICES GIVING RISE TO THE LIABILITY.
  18. Changes and Updates. Service Provider may change these Terms at any time for a variety of reasons, such as to reflect changes in applicable law or updates to Services, and to account for new Services or functionality. The most current version will always be posted on Service Provider’s website. If an amendment is material, as determined in Service Provider’s sole discretion, Service Provider will notify Company by email. Notice of amendments may also be provided upon Company user’s login to Company’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 Service Provider to obtain Company’s consent to such changes, or to provide Company with sufficient advance notice of them. If Company does not want to agree to any changes made to the terms for a Service, Company should stop using that Service, because by continuing to use the Services Company indicates its agreement to be bound by the updated terms.
  19. General. 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 Services or 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 New York, 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. 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 below or such other address as may be properly specified by written notice hereunder.
  20. These Terms and Conditions were last updated: May 7, 2019
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