Partner Terms of Service

Last updated on May 15, 2024

These Terms and Conditions (“Terms”) will commence between American Voice LLC, d/b/a American Voice (“Service Provider”) and you (“Partner”) upon Partner’s use of Service Provider’s platform or services. These Terms shall apply to all “Services” as described in Section 1 herein and provided by Service Provider to Partner. Should Partner be using the Platform to generate leads for other petitions on the American Voice platform (hereinafter “Campaigns”), Partner may also be subject to the Partner Terms of Service. It is the responsibility of the Partner to review, understand, and comply with any applicable Terms of Service Partner may be subject to when using American Voice.

  1. Services. Partner will receive access to Service Provider’s online platform (“Platform”) to create, conduct and monitor petition campaigns for the purpose of growing Partner’s opt- in email and SMS lists (“Campaign”).
  2. Compensation. Partner agrees to pay Service Provider in exchange for the Services, the amount set forth in any applicable campaign, as outlined in the purchase order submitted by American Voice to, and approved by, Partner, (the “Fees”) which such Fees will be calculated based on a cost per acquisition arrangement, and as described in any receipt from Service Provider. Any changes to existing purchase orders, budgets or Fees must be submitted in writing between parties. All payments not made within thirty (30) days of the date when due shall be subject to late charges of the lesser of: (i) one and one-half percent (1.5%) per month of the overdue amount; or (ii) the maximum amount permitted under applicable law. Service Provider shall have the right to suspend the performance of the Services if Partner fails to pay any amounts, which are due hereunder or otherwise breaches this Agreement. Partner shall be severally liable for all payments to Service Provider.
  3. Compensation.
    1. Establishing Fees. As between Service Provider and Partner, 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. Any and all orders made by Partner shall be charged at the rate specified at the time of the order.
    2. If Partner disputes any amount invoiced by Service Provider, Partner shall notify Service Provider in writing of the disputed amount (the “Disputed Amount”) and the reasons for such dispute within ten (10) days of receipt of the subject invoice. In the event of a dispute, Partner shall pay the undisputed portion when due. The Parties shall attempt to resolve the Disputed Amount in good faith within ten (10) days after notice thereof to Service Provider, and Partner shall pay any resolved amount within ten (10) days of the resolution.
  4. License Grant. Subject to these Terms, Service Provider grants to Partner, for the duration of Partner’s use of the Platform and the Services, and for the Permitted Use (defined below) only, a limited, non-exclusive, worldwide, non-transferable, sub- licensable, revocable right to access the Platform and use the Service. Partner acknowledges that Service Provider has no delivery obligation and will not ship copies of any software to Partner as part of the Service. Partner agrees that Partner does not acquire under these Terms any right to access and/or use the Platform or Services in excess of the scope and/or duration of the right of use and access of the Platform or Services expressly granted hereunder. Upon termination or expiration of these Terms or the Services hereunder, Partner’s right to access and use the Platform or Services will terminate. As used herein, “Permitted Use” means the following limited uses by employees and contractors of Partner: create and promote Campaigns on behalf of Partner for the purpose of growing Partner’s opt-in email and SMS lists. Partner may also authorize a third party to utilize the Service on Partner's behalf, solely for the benefit of Partner, upon written notice to American Voice. So long as these Terms are in effect, Partner grants to Service Provider a non-exclusive right and license to use certain authorized intellectual property of Partner – including Partner’s logo and name, and such other trademarks, copyrighted material, and other aspects of Partner’s intellectual property as Partner specifies in writing – for the sole purpose of delivering the Services, informing users of the identity of its Partners, and marketing its services to other prospective Partners. This license shall terminate upon Partner’s discontinuation of use of the Services.
  5. Access to Platform. As part of the Services, Service Provider shall provide Partner with non-exclusive access to the Platform and Services pursuant to these Terms. Partner must establish an account with Service Provider in order to access the Services. Partner may be required to provide certain information to Service Provider to establish an account, including but not limited to Partner or an authorized user’s name, payment and billing information, Partner entity type, brand colors, logo, and email address. 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 Partner’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 and in its sole discretion. Service Provider may elect in its sole discretion to condition the continuation of the rights granted Partner hereunder on Partner accepting service improvements, corrections, adaptations, and conversions to more recent versions or any other changes to the Service.
  7. Prohibition on Selling Information. Partners expressly may not, under any circumstances, sell, exchange, convey, swap, gift, or otherwise disseminate any personal information, email addresses, phone numbers, or any other information acquired through the Platform or Services without receiving express written consent (which may be in the form of an opt-in mechanism) from the person whose personal information, email address, phone number, or other information, would be sold, exchanged, conveyed, swapped, gifted, or otherwise disseminated. Partners may, however, use contact information acquired through the Platform to send emails and/or texts from affiliated entities under their control operating under similar organization names. Any violation of this Section, as determined in the sole discretion of Service Provider, may result in Partner and its content being permanently removed from the Platform.
  8. License Restrictions. 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 Services; or otherwise use the Services for the benefit of a third party. Partner will use the Services and Platform only in compliance with all applicable laws and regulations.
  9. 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 Partner) 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 Partner hereunder. Any and all modifications or enhancements to the Services made by or authorized by Partner or Partner’s users or Service Provider remain the sole property of Service Provider. Partner’s use of the Service, and any modification thereof, is limited to that specifically permitted in these Terms.
  10. Termination.
    1. By Partner. Partner may fully terminate its use of the Services for its convenience by providing at least fifteen (15) days’ prior written notice. Such termination will result in the deactivation or disablement of Partner’s account and access to it, and any then-outstanding Fee or amount owed shall be immediately paid to Service Provider. Partner may also temporarily suspend its use of the Services at any time by cancelling an acquisition campaign on their petition or petitions, at which point their petition or petitions will not be promoted on the Platform. No termination of Services shall release Partner from any obligation to pay Service Provider any Fees, which has accrued or becomes payable at or prior to the date of such termination or expiration.
    2. By Service Provider. If 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, Service Provider shall have the right to immediately terminate these Terms and cease rendering Services. Notwithstanding the foregoing, Service Provider may suspend or terminate these Terms immediately if (a) Partner 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 or protect the reputation of the Service Provider, upon prior written notice to Partner. Partner 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.
  11. 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.
  12. Compliance with Reporting and Campaign and Tax-Exemption Laws. Partner agrees and acknowledges that Partner is solely responsible for compliance with the laws and regulations relating to Partner, including but not limited to the Federal Election Campaign Act of 1971, as amended (“FECA”), the Telephone Consumer Protection Act (“TCPA”), the Internal Revenue Code (“IRC”), the Copyright Act, and federal, state, and local data privacy laws, and that failure to comply with such laws, rules, or regulations may expose Partner to fees, fines, or other liability for which Partner will be solely responsible, and that Partner has agreed to indemnify and hold harmless Service Provider on the terms described in Section 18 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. Partner further understands and acknowledges that Service Provider’s products and Services 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. Partner agrees to provide any necessary legal review of all disclaimer and reporting obligations associated with content or advertisements produced by Service Provider, and Partner agrees and acknowledges that Partner is solely responsible for providing any legally-required disclaimers in advertisements or content produced and/or disseminated by Service Provider. Partner shall provide Service Provider with all legally-required disclaimers – including language, format, placement, and all other legal requirements – prior to the dissemination of any content or advertisements requiring such disclaimers. Partner’s approval for Service Provider to disseminate any content or advertisement shall constitute acknowledgment and certification that Partner has reviewed the content or advertisement for compliance with applicable laws and regulations. Partner also is solely responsible for complying with reporting obligations associated with content or advertisements produced and/or disseminated by Service Provider, including, but not limited to, “electioneering communications” reporting, “issue advocacy” or “grassroots lobbying” reporting, campaign finance reporting, and any requirements to submit political content, advertisements, or financials to governmental entities. For the removal of doubt, Partner is solely responsible for ensuring that all content or advertisements disseminated by Service Provider as part of the Services complies with all applicable rules, laws, and regulations relating to the applicable content or advertisement. If you have questions about this Section, please contact [email protected].
  13. Content Policy. With respect to any content posted to the Platform, or to any other website or communications mechanism owned or controlled by Service Provider, Partner must strictly comply with the Service Provider’s Content Policy, which can reviewed at https://americanvoice.org/content-policy.
  14. 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. A. For the purposes of this agreement, suppression files uploaded to the Platform shall be considered Confidential Information.
  15. 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. Service Provider warrants to Partner 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. Partner warrants to Service Provider that Campaigns shall not contain content prohibited by any applicable law or the Content Policy.
  16. Disclaimers.
    1. No Guarantee of Results. Partner understands and acknowledges that, it is not possible to guarantee that the performance of the Services will be successful in producing any specific results. Partner 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. PARTNER EXPRESSLY UNDERSTANDS AND AGREES THAT THE SERVICES AND PLATFORM ARE PROVIDED TO PARTNER STRICTLY ON AN "AS IS" AND “AS AVAILABLE” BASIS, AND THAT PARTNER’S USE OF THE PLATFORM AND SERVICES ARE AT 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 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 AND FOR THE REMOVAL OF DOUBT, THE SERVICE PROVIDER DOES NOT REPRESENT OR WARRANT THAT: a. SERVICES WILL BE ERROR-FREE, OF ANY PARTICULAR QUALITY OR, IN GENERAL, AS YOU EXPECT; b. 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 OR ACTIONS SUCH AS BREACHES OR HACKING; c. THE SERVICES WILL MEET OR EXCEED YOUR REQUIREMENTS OR EXPECTATIONS; d. 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.
    3. Account Use. Partner is solely responsible for management of their account, and Service Provider shall not be held liable or responsible in any way for the actions, mismanagement, malfeasance, fraud, or the like of any individual to whom Partner grants access to its account and the data affiliated therewith.
  17. 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. YOU AGREE THAT SERVICE PROVIDER IS NOT RESPONSIBLE OR LIABLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
  18. Indemnification. By entering into these Terms and using the Services, Partner agrees that it will defend at its expense and hold 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, fines, penalties, suits, actions, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with:
    1. Partner’s violation or breach of any term of these Terms or any applicable federal or state law or regulation, whether or not referenced herein, including but not limited to the compliance obligations of Partner
    2. Partner’s violation of any rights of any third party;
    3. Partner’s use or misuse of the Services;
    4. Use or misuse of Partner’s account and data obtained using such account by a person to whom 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 Services or the Partner’s relationship with Service Provider, 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 provision of the Services by Service Provider or its parent organizations, subsidiaries, affiliates, officers, directors, members, employees, attorneys, assigns and agents, to the extent that such claims arise out of any negligent acts or omissions by Partner, or Partner’s failure to implement adequate data security measures.
  19. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE TO 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 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. TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF SERVICE PROVIDER TO PARTNER FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY PARTNER FOR THE SERVICES GIVING RISE TO THE LIABILITY. UNDER NO CIRCUMSTANCES WILL AMERICAN VOICE’S TOTAL CUMULATIVE LIABILITY FOR ANY AND ALL DAMAGES AND CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL FEES PAID OR PAYABLE BY PARTNER TO AMERICAN VOICE UNDER THIS AGREEMENT DURING THE SIX MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE ACTION OR CLAIM FOR THE SERVICES WHICH FORMS THE BASIS OF THE CLAIM.  THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THE FOREGOING LIMITATION.
  20. Changes and Updates. Service Provider may change these Terms and Special Offers 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 Partner by email. Notice of amendments may also be provided upon Partner user’s login to 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 Service Provider to obtain Partner’s consent to such changes, or to provide Partner with sufficient advance notice of them. If Partner does not want to agree to any changes made to the terms for a Service, Partner should stop using that Service, because by continuing to use the Services Partner indicates its agreement to be bound by the updated terms.
  21. General. These Partner Terms of Service constitute the complete and exclusive agreement between Partner and Service Provider with respect to the subject matter hereof, and supersedes 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 Partner (using the other party’s name) and generally describe the nature of the Services or relationship in marketing materials to current and prospective Partners. 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. Any lawsuit arising from or related to these Terms or the Services 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 Partner’s account.