Partner Acknowledgment
By checking the required agreement box and submitting the VOTE-E partner sign-up or request form, Partner acknowledges and agrees that:
Partner has read and agrees to this Agreement.
The person submitting the form has authority to act for and bind Partner.
Partner’s use of VOTE-E is subject to this Agreement and any Policies incorporated by reference.
NextGen may approve, deny, delay, suspend, or revoke Partner’s access to VOTE-E in accordance with this Agreement.
This Partner Agreement (“Agreement”) is entered into as of the date this form is submitted by and between NextGen Climate Action d/b/a NextGen America (“NextGen”) and the Partner listed above (“Partner”) regarding Partner’s permitted use, promotion, and embedding of VOTE-E.
For good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:
1. Definitions
1.1 “VOTE-E” means the hosted chatbot, widget, application, interface, output, related documentation, branding, and associated services that NextGen makes available to Partner under this Agreement.
1.2 “Partner Platform” means Partner’s website, app, Discord server, or other digital property approved in writing by NextGen.
1.3 “End User” means a person who accesses or uses VOTE-E through a Partner Platform.
1.4 “Conversation Data” means prompts, messages, outputs, metadata, session data, logs, and related records generated through End User interactions with VOTE-E.
1.5 “Policies” means NextGen’s then-current VOTE-E Terms of Service, Privacy Policy, brand guidelines, technical documentation, and any written implementation requirements provided by NextGen.
2. Grant of Limited License
2.1 Subject to this Agreement, NextGen grants Partner a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term to embed and display VOTE-E on approved Partner Platforms solely through the integration method authorized by NextGen.
2.2 Partner may use VOTE-E only for noncommercial, nonpartisan, educational, civic-engagement, or voter-information purposes approved by NextGen.
2.3 Except for the limited rights expressly granted in this Agreement, NextGen reserves all rights in and to VOTE-E.
3. Permitted Use and Platform Conditions
3.1 Partner shall ensure that the surrounding placement, labeling, and promotion of VOTE-E on Partner Platform are consistent with NextGen’s nonprofit, educational mission and do not imply government sponsorship, endorsement, or official election authority.
3.2 Partner shall not charge End Users a fee specifically to access VOTE-E unless NextGen expressly agrees in writing.
3.3 Partner shall not use VOTE-E as a lead-generation tool for commercial profit, advertising arbitrage, data harvesting, or sale of services.
4. No Alteration; Required Display
4.1 Partner shall not modify, translate, adapt, frame, obscure, or otherwise alter VOTE-E, including its code, prompts, routing, safety features, disclaimers, warnings, branding, links, source attributions, or user interface, except as expressly authorized in writing by NextGen. This includes but is not limited to at all times maintaining the “utm” code that is unique to each Partner.
4.2 Partner shall display, at all times VOTE-E is accessible, the following as directed by NextGen: (a) VOTE-E’s name and branding; (b) a clear statement that VOTE-E is an AI tool and not a government service or election authority; (c) a link to the VOTE-E Terms of Service; (d) a link to the Privacy Policy; and (e) any verification warning or other disclosure required by NextGen.
4.3 Partner shall not remove, minimize, hide, delay, or contradict any required notice or disclosure.
5. Political Neutrality and Election Integrity Restrictions
5.1 Partner shall not use, display, promote, or distribute VOTE-E in connection with:
any candidate, political party, campaign committee, PAC, super PAC, or ballot-measure committee;
partisan advocacy, fundraising, persuasion, opposition research, or voter-targeting;
content that supports or opposes any candidate, party, or ballot measure;
voter suppression, intimidation, harassment, coercion, or deception; or
any representation that VOTE-E is an official government election resource.
5.2 Partner shall not use VOTE-E or any VOTE-E output to provide false or misleading information about voting eligibility, registration, deadlines, polling places, ballot-return rules, identification requirements, or the legal consequences of voting or not voting.
5.3 Partner shall not place VOTE-E adjacent to, or bundle VOTE-E with, partisan calls to action in a manner that could reasonably imply alignment, endorsement, or coordination.
6. Output Use and Redistribution
6.1 Partner may display VOTE-E outputs only to the End User who requested them, as part of the ordinary operation of VOTE-E on the Partner Platform.
6.2 Partner shall not edit, excerpt, screenshot, repost, summarize, train on, syndicate, or redistribute VOTE-E outputs except as expressly authorized by NextGen in writing.
6.3 Partner shall not remove caveats, time-sensitivity warnings, or verification language from any authorized republication of VOTE-E outputs.
6.4 Partner shall not represent that any VOTE-E output is legal advice, official election guidance, or guaranteed accurate, complete, or current.
7. Data Use, Privacy, and Conversation Restrictions
7.1 As between the parties, NextGen controls VOTE-E and the collection, use, and retention of Conversation Data generated through VOTE-E, subject to applicable law and the Policies.
7.2 Partner shall not access, retain, export, intercept, sell, license, disclose, combine, or independently use Conversation Data unless NextGen expressly authorizes that access in writing.
7.3 Partner shall not require End Users to provide sensitive personal information to access VOTE-E, and Partner shall not prepopulate VOTE-E with personal information unless NextGen has approved the workflow in writing.
7.4 Partner shall not make any privacy, data-use, anonymity, or confidentiality promise concerning VOTE-E that is inconsistent with the Policies or this Agreement.
8. De-Identified Data; Quotes; No Re-Identification
8.1 Partner acknowledges that NextGen may create or use aggregate, de-identified, or anonymized reporting about VOTE-E consistent with the Policies.
8.2 Unless NextGen expressly authorizes otherwise in writing, Partner has no right to publish, publicize, or share chat transcripts, user quotes, screenshots, or excerpts from VOTE-E interactions.
8.3 Partner shall not attempt to identify or re-identify any End User from any de-identified excerpt, report, dataset, screenshot, output, or other VOTE-E-derived material.
8.4 Partner shall not combine any VOTE-E-derived material with other data for the purpose of identifying, profiling, targeting, contacting, or making decisions about a specific person.
9. Security and Incident Reporting
9.1 Partner shall maintain reasonable administrative, technical, and physical safeguards for the Partner Platform and its implementation of VOTE-E.
9.2 Partner shall promptly, and in no event later than 48 hours after discovery, notify NextGen at [email protected] of any actual or suspected: (a) security incident involving VOTE-E; (b) unauthorized access to Conversation Data; (c) tampering with VOTE-E; (d) misinformation incident involving VOTE-E; (e) re-identification attempt; or (f) material complaint or government inquiry relating to VOTE-E.
9.3 Partner shall cooperate fully with NextGen in investigating and remediating any incident and shall follow NextGen’s reasonable directions regarding suspension, notice, correction, or takedown.
10. Compliance With Policies and Law
10.1 Partner shall comply with this Agreement, the Policies, Anthropic usage restrictions applicable to VOTE-E as communicated by NextGen, and all applicable laws, regulations, and platform rules.
10.2 Partner is solely responsible for its own platform operations, moderation practices, advertising, disclosures, and legal compliance outside VOTE-E itself.
10.3 Partner shall not take any action that causes or could reasonably be expected to cause NextGen to violate applicable law, third-party terms, or source-data restrictions.
11. Intellectual Property; Feedback
11.1 VOTE-E and all related intellectual property, including software, content, configuration, prompts, branding, and documentation, are and shall remain the exclusive property of NextGen and its licensors.
11.2 Partner shall not copy, reverse engineer, scrape, decompile, derive source code from, or create derivative works of VOTE-E, except to the limited extent such restriction is prohibited by applicable law.
11.3 If Partner provides suggestions, ideas, or feedback about VOTE-E, NextGen may use them without restriction or obligation.
12. Monitoring, Audit, and Enforcement
12.1 NextGen may monitor Partner’s use of VOTE-E for compliance with this Agreement.
12.2 Upon reasonable request, Partner shall provide information sufficient to confirm compliance, including URLs, screenshots, workflow descriptions, and incident records.
12.3 If NextGen reasonably believes Partner’s use creates legal, privacy, security, misinformation, reputational, or mission risk, NextGen may require corrective action, suspend access immediately, disable the integration, or terminate this Agreement.
13. Term and Termination
13.1 This Agreement begins on the Effective Date and continues until terminated by either party.
13.2 NextGen may terminate this Agreement immediately upon written notice if Partner breaches this Agreement, uses VOTE-E in a partisan or misleading manner, fails to cure a violation within 3 business days after notice, or if NextGen reasonably determines continued use is not in NextGen’s interests.
13.3 Partner may terminate this Agreement at any time upon written notice and cessation of all use of VOTE-E.
13.4 Upon termination or suspension, Partner shall immediately stop using VOTE-E, remove all embeds and references as directed by NextGen, delete any VOTE-E materials that NextGen requires deleted, and certify compliance upon request.
13.5 Sections intended by their nature to survive termination shall survive, including Sections 6 through 18.
14. Disclaimer of Warranties
VOTE-E is provided “as is” and “as available.” To the maximum extent permitted by law, NextGen disclaims all warranties, express or implied, including warranties of accuracy, completeness, timeliness, merchantability, fitness for a particular purpose, non-infringement, and uninterrupted availability.
15. Limitation of Liability
To the maximum extent permitted by law, NextGen shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of data, revenue, profits, goodwill, or reputation, arising out of or related to this Agreement or VOTE-E, even if advised of the possibility of such damages.
To the maximum extent permitted by law, NextGen’s aggregate liability arising out of or related to this Agreement shall not exceed the greater of (a) the amounts paid by Partner to NextGen under this Agreement during the twelve months preceding the event giving rise to the claim, or (b) one hundred dollars ($100).
16. Indemnification
Partner shall defend, indemnify, and hold harmless NextGen and its affiliates, and their respective directors, officers, employees, agents, and contractors, from and against any third-party claim, demand, action, investigation, loss, liability, damage, judgment, settlement, fine, penalty, cost, or expense (including reasonable attorneys’ fees) arising out of or related to: (a) Partner’s breach of this Agreement; (b) Partner’s platform, content, or services; (c) Partner’s misuse, alteration, or unauthorized distribution of VOTE-E or VOTE-E outputs; (d) Partner’s violation of law; or (e) Partner’s negligence, willful misconduct, or fraud.
17. Relationship of the Parties
The parties are independent contractors. Nothing in this Agreement creates any agency, partnership, joint venture, employment, fiduciary, or franchise relationship. Partner has no authority to bind NextGen.
18. General
18.1 Assignment. Partner may not assign or transfer this Agreement without NextGen’s prior written consent. Any attempted assignment in violation of this Section is void.
18.2 Amendments. NextGen may update this Agreement upon notice to Partner. Continued use of VOTE-E after the effective date of an update constitutes acceptance of the updated Agreement, unless the notice states that affirmative written acceptance is required.
18.3 Notices. Notices under this Agreement shall be sent to the contacts listed below or to any updated contact designated in writing.
18.4 Governing Law; Venue. This Agreement is governed by the laws of the State of California, without regard to conflict-of-law rules. The state and federal courts located in San Francisco, California shall have exclusive jurisdiction over any dispute arising out of or related to this Agreement, and each party consents to those courts.
18.5 Severability. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in effect.
18.6 Waiver. No waiver is effective unless in writing, and no waiver of any breach is a waiver of any other breach.
18.7 Entire Agreement. This Agreement, together with any attached schedules and any Policies expressly incorporated by reference, constitutes the entire agreement between the parties concerning its subject matter and supersedes prior or contemporaneous understandings on that subject.
18.8 Electronic Acceptance. This Agreement is accepted only by Partner. By submitting NextGen’s VOTE-E partner sign-up or request form, checking the required box confirming that Partner has read and agrees to be bound by this Agreement, and clicking the applicable submit or acceptance button, Partner electronically accepts this Agreement and agrees to be legally bound by it. The individual completing the form represents and warrants that they are authorized to bind Partner to this Agreement. This Agreement becomes effective on the earlier of (a) the date Partner submits that acceptance, or (b) the date NextGen enables, approves, or activates Partner’s access to VOTE-E.
