Terms and Conditions for Affiliates


1. Overview. These Affiliate terms of service (“Terms of Service”) are entered into between you (the “Affiliate” or “you”) and us (“NoiseMaker”, “we”, or “us”). The Terms of Service govern your access to and use of the NoiseMaker website at https://www.noisemaker.xyz, including any content, functionality, communication channels, software, and Services offered on or through it (the “Platform”).By using the Platform, you agree to be bound and abide by these Terms of Service. NoiseMaker may terminate your ability to use the Platform without notice if you do not comply with these Terms of Service. If you do not agree to these Terms of Service, you must not access or use the Platform. You must be at least 18 years old to use the Platform. NoiseMaker reserves the right to make changes to the Platform and these Terms of Service at any time. All changes are effective immediately when posted. Your continued use of the Platform following the posting of the revised Terms of Service means that you accept and agree to the changes.

2. Other Definitions

“Affiliate Lead” means a customer prospect who clicks on the Affiliate Link that we have made available to you via the Affiliate Tool.

“Affiliate Link” means the unique tracking link you place on your site or promote through other channels.

“Affiliate Tool” means the tool that we make available to you upon your acceptance into the Affiliate Program and for you to use to participate in the Affiliate Program.

“Commission” means a form of compensation (either a percentage of sale or a fixed amount described in the Affiliate Tool for each Customer Transaction.

“Customer” means the authorized actual user of the NoiseMaker Product who has purchased or signed up for the NoiseMaker product after being an Affiliate Lead.

“Customer Transactions” means those transactions by Affiliate Leads that are eligible for Commission pursuant to the ‘Customer Transactions’ section of this Agreement. Customer Transactions may include customer purchases or customer signups, as further described in the Affiliate Tool.

"Customer Data" means all information that the Customer submits or collects via the NoiseMaker Product.

"NoiseMaker Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our services.

“NoiseMaker Products” means both the Subscription Service and Other Products.

“Other Products” means those products and services that we offer, that are not included in the Subscription Service (as detailed below); and, for this Agreement, Other Products include all of our marketing software, legacy sales and marketing products, and any implementation, customization, training, consulting, additional support or other professional services, or fees for third-party products or services.“Subscription Service” means the web-based software that is subscribed to, and developed, operated, and maintained by us, accessible via http://www.noisemaker.xyz or another designated URL, and add-on or auxiliary products to our sales software. For this Agreement, the Subscription Service does not include our legacy sales products, any implementation, customization, training, consulting, additional support or other professional services, or fees for third-party products or services.

"We", "us", “our”, and “NoiseMaker” means NoiseMakerTM, a service of SmartResults Consulting LLC.

“You” and “Affiliate” means the party, other than NoiseMaker, entering into this Agreement and participating in the Affiliate Program.

3. Affiliate Acceptance. Once you complete an application to become an Affiliate, we will review your application and notify you whether you have been accepted to participate in the Affiliate Program, or not. Before we accept an application, we may want to review your application with you, so we may reach out to you for more information. We may require that you complete certain requirements before we accept your application. If you are accepted to participate in the Affiliate Program, then upon notification of acceptance, the Affiliate terms of service shall apply in full force and effect, until either party terminates.

4. Restricted Platform Users. The NoiseMaker platform is only to be used by non-profit organizations (NPOs) that are duly and legally registered with the government of the host country and each country of operations and in good standing with the relevant government agencies and watchdog groups.

Use of the NoiseMaker platform is prohibited for:

  • for-profit businesses

  • government entities

  • political campaigns

  • Individuals who are unaffiliated with or unauthorized by a current NPO client

  • NPOs who receive funding primarily from government sources

  • Raising funds or collecting donor data for purposes unrelated to the NPO’s stated mission and stated fundraising purposes

NPOs that engage in or promote:

  • Lobbying / Political Activity

  • Armed conflict

  • Violence of any form

  • Medically harmful procedures 

  • Environmentally harmful activities

  • Activities illegal or considered unethical in the country of operations

  • Conflicts of interest 

  • Illegal or unethical fundraising practices

  • Other activities that NoiseMaker considers unfair, deceptive, highly controversial, harmful, or predatory towards donors, beneficiaries, competitors, or the public.

  • Misuse of NoiseMaker products (including, but not limited to, the examples below)

5.  Misuse of NoiseMaker products

  • Use of NoiseMaker products with false, manipulated, inaccurate, or misleading information regarding your identity, NPO entity, the nature of business, and any other information requested by NoiseMaker (you must inform us immediately of any changes to your personal and business information).

  • Use of NoiseMaker products to facilitate transactions on behalf of another undisclosed organization or for products/services that were not disclosed in the client's NoiseMaker account application.

  • Processing donations where not legally authorized.

  • Reimbursement of donations for money laundering or other illegal purposes.

  • Misrepresenting to your donors or the public information about NoiseMaker products, transaction fees charged, or the rewards system for ambassadors.

  • Sharing cardholder information with another organization or unauthorized person for any reason.

  • Use of NoiseMaker intellectual property without prior written consent from NoiseMaker or its parent company (SmartResults Consulting LLC);

  • use of the NoiseMaker name or logo including use of NoiseMaker trade or service marks inconsistent with the NoiseMaker Marks Usage Agreement, or in a manner that otherwise harms NoiseMaker or the NoiseMaker brand;

  • any action that implies an untrue endorsement by or affiliation with NoiseMaker.

    6. Customer Transactions

6.1 Affiliate Program Limits.

Each accepted Affiliate Lead will expire according to the information provided in the Affiliate Tool from the date the Affiliate Lead clicked on the Affiliate Link that was made available by you. The maximum expiration date is 365 days. We will pay you Commission as described in the Affiliate Tool for each new Customer who completes an applicable Customer Transaction after clicking on an Affiliate Lead made available by you, provided that you remain eligible to receive Commission pursuant to the terms of this Agreement. The start of the Customer’s subscription is determined by the date of the first purchase or sign-up (as applicable) of the Subscription Service by the Customer and you will receive a Commission payment for that first Customer Transaction only, regardless of any additional purchases made by that customer during their Subscription Service. For example, if the initial Customer Transaction is for the Basic plan of NoiseMaker, and there is a subsequent purchase by that same customer for an upgraded plan for the same subscription, the Affiliate will receive a Commission for the initial user purchase only. The Affiliate will not be entitled to receive a Commission on any additional purchases of NoiseMaker Products by that same Customer.

6.2 Eligibility.

To be eligible for Commission (i) an Affiliate Lead must be accepted and valid in accordance with the Affiliate Program application, (ii) a Customer Transaction must have occurred, (iii) a Customer must remain a customer during the locking period in the Affiliate Tool. You are not eligible to receive Commission or any other compensation from us based on transactions for Other Products or if: (i) such compensation is disallowed or limited by federal, state or local law or regulation in the United States or the laws or regulations of your jurisdiction; (ii) the applicable Customer objects to or prohibits such compensation or excludes such compensation from its payments to us or NoiseMaker Affiliates; (iii) the Customer has paid or will pay such commissions, referral fees, or other compensation directly to you, (iv) the Commission payment has been obtained by fraudulent means, misuse of the Affiliate Link, in violation of any Affiliate Program Policies that we make available to you, misuse of the Affiliate Tool or by any other means that we deem to breach the spirit of the Affiliate Program. We may discontinue Commission payments should any of the eligibility criteria set forth in this subsection fail to be met at any time.

6.3 Acceptance and Validity.

You will only be eligible for a Commission payment for any Customer Transactions that are derived from Affiliate Leads generated by the Affiliate Link that we make available to you and are accepted by NoiseMaker. An Affiliate Lead will be considered valid and accepted if, in our reasonable determination: (i) it is a new potential customer of ours, and (ii) is not, at the time of submission or sixty (60) days prior, one of our pre-existing customers, or involved in our active sales process: (iii) Not disqualified as a Customer (Platform User) per section 4, Restricted Platform Users, or section 5, Misuse of NoiseMaker products. Notwithstanding the foregoing, we may choose not to accept an Affiliate Lead in our reasonable discretion.

6.4 Our Engagement with Prospects.

Once we have received the Affiliate Lead information, we may elect to engage with the prospect directly, regardless of whether or not the Affiliate Lead is valid. If an Affiliate Lead is not valid then we may choose to maintain it in our database and we may choose to engage with such Affiliate Lead. Any engagement between NoiseMaker and an Affiliate Lead will be at NoiseMaker’s discretion.

6.5 Your Engagement with Prospects.

Once a party from your promotional audience becomes an Affiliate Lead, you should have no direct contact with that party related to NoiseMaker.  Any access you may have to the Prospect’s contact information and sales transactions is only for the purpose of verifying the affiliate sale, and such information shall not be used, sold, or transferred in any other manner.

6.6 Commission and Payment.

In order to receive payment under this Agreement, you must have: (i) agreed to the terms of this Agreement (generally completed through the Affiliate Tool); (ii) completed all steps necessary to create your account in the Affiliate Tool in accordance with our directions, (iii) have a valid and up-to-date payment method in the Affiliate Tool with such account (iv) completed any and all required tax documentation in order for the Affiliate Tool to process any payments that may be owed to you.

6.7 Requirements for Payment; Forfeiture.

Notwithstanding the foregoing or anything to the contrary in this Agreement, if any of the requirements set forth in section 4(a)(i-iv) remain outstanding for six (6) months immediately following the close of a Customer Transaction, then your right to receive Commission arising from any and all Customer Transactions with the associated Customer will be forever forfeited (each, a “Forfeited Transaction”). We will have no obligation to pay you the Commission associated with a Forfeited Transaction. Once you comply with all of the requirements in section 5(a)(i-iv), then you will be eligible to receive Commission on Customer Transactions, as long as these Customer Transactions do not involve the same Customer associated with a Forfeited Transaction.

6.8 Commission Payment.

We or the Affiliate Tool will determine the currency in which we pay the Commission, as well as the applicable conversion rate. We will not pay more than one Commission payment or other similar referral fee on any given Customer Transaction (unless we choose to at our discretion). 

6.9 Taxes.

You are responsible for payment of all taxes and fees (including bank fees) applicable to the Commission. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us. Commission Amounts. We reserve the right to alter or change the Commission amount as per the Affiliate Tool.

7. Trademarks

You grant to us a nonexclusive, nontransferable, royalty-free right to use and display your trademarks, service marks and logos (“Affiliate Marks”) in connection with the Affiliate Program and this Agreement. During the term of this Agreement, in the event that we make our trademark available to you within the Affiliate Tool, you may use our trademark as long as you follow the usage requirements in this section. You must: (i) only use the images of our trademark that we make available to you, without altering them in any way; (ii) only use our trademarks in connection with the Affiliate Program and this Agreement; (iii) Trademark Usage Guidelines; and (iv) immediately comply if we request that you discontinue use. You must not: (i) use our trademark in a misleading or disparaging way; (ii) use our trademark in a way that implies we endorse, sponsor or approve of your services or products; or (iii) use our trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.

  1. Proprietary Rights

NoiseMaker’s Proprietary Rights. No license to any software is granted by this Agreement. The NoiseMaker Products are protected by intellectual property laws. The NoiseMaker Products belong to and are the property of us or our licensors (if any). We retain all ownership rights in the NoiseMaker Products. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the NoiseMaker Content, or the NoiseMaker Products in whole or in part, by any means, except as expressly authorized in writing by us. NoiseMaker logos, and other marks that we use from time to time are our trademarks and you may not use them without our prior written permission, except as otherwise set forth in this Agreement.We encourage all customers, affiliates and partners to comment on the NoiseMaker Products, provide suggestions for improving them, and vote on suggestions they like. You agree that all such comments and suggestions, regardless of the medium or platform used, will be non-confidential and that we own all rights to use and incorporate them into the NoiseMaker Products, without payment to you.

Customer’s Proprietary Rights. As between you and Customer, Customer retains the right to access and use the Customer portal associated with the NoiseMaker Products. For the avoidance of doubt, the Customer will own and retain all rights to the Customer Data.

  1. Confidentiality

As used herein, “Confidential Information” means all confidential information disclosed by a party ("Disclosing Party") to the other party (“Receiving Party”), (i) whether orally or in writing, that is designated as confidential, and (ii) NoiseMaker customer and prospect information, whether or not otherwise designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party or (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party. The Receiving Party shall: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party, and (iv) limit access to Confidential Information of the Disclosing Party to its employees, contractors and agents. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.

  1. Opt Out and Unsubscribing

You will comply promptly with all opt-out, unsubscribe, "do not call" and "do not send" requests. For the duration of this Agreement, you will establish and maintain systems and procedures appropriate to effectuate all opt-out, unsubscribe, "do not call" and "do not send" requests.11. 

11.Hold Harmless

Users of the NoiseMaker platform and products agree to the following hold harmless agreement:

This HOLD HARMLESS AGREEMENT (this "Agreement") is made effective on the date of application or activation of user account by and between SmartResults Consulting, LLC d/b/a NoiseMakerTM (hereinafter “NoiseMaker"), of 23245 Jenifer Ct., Leonardtown, Maryland 20650 and Users of www.noisemaker.xyz and any NoiseMaker TM products (hereinafter, "Users").   SmartResults Consulting, LLC and Users of www.noisemaker.xyz and any NoiseMaker TM products are sometimes individually referred to as "Party" and collectively referred to as the "Parties."'   WHEREAS, Users will be utilizing the services of NoiseMaker: www.noisemaker.xyz software as a service; and   WHEREAS, in exchange for valuable consideration, Users desires to hold harmless NoiseMaker from any claims and/or litigation arising out of Users' use of said services,    NOW THEREFORE, in consideration of the mutual covenants and conditions contained herein, NoiseMaker and Users hereby agree as follows:   TERMS   

 Term. This Agreement will apply for as long as you participate in the Affiliate Program until terminated.

Termination Without Cause. Both you and we may terminate this Agreement on fifteen (15) days' written notice to the other party.

Termination for Cause. We may terminate this Agreement: (i) upon thirty (30) days’ notice to you of a material breach if such breach remains uncured at the expiration of such period, (ii) upon fifteen (15) days' notice to you of non-payment of any amount due to us if such amount remains unpaid at the expiration of such period, (iii) immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, (iv) immediately, if you breach the terms applicable to your subscription with us (if you have one), including if you default on your payment obligations to us or our affiliate, or (v) immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.

Effects of Expiration/Termination. Expiration of this Agreement, and termination of this Agreement: (i) without cause by us,(ii) by you with cause, (iii) by you according to the ‘Termination for Agreement Changes’ section, shall not affect our obligation to pay you a Commission, so long as the related payment by the Customer Transaction is recognized by us within thirty (30) days after the date of such termination or expiration and provided that in no event shall you be entitled to payment of Commission under this Agreement if you are eligible to receive a revenue share payment under the Solutions Partner Program Agreement. We will not pay you fees on Customer Transactions recognized by us after thirty (30) days after the date of such termination or expiration set out above. Provided however, in the event of termination without cause by you, or for cause by us, our obligation to pay and your right to receive any Commission will terminate upon the date of such termination, regardless of whether you would have otherwise been eligible to receive Commission prior to the date of termination. Except as expressly set forth in this section, you are not eligible to receive a Commission payment after the expiration or termination of this Agreement. Upon termination or expiration, you will discontinue all use of and delete the Affiliate Tool that we make available to you for your participation in the Affiliate Program. Upon termination or expiration, an Affiliate Lead is not considered valid, and we may choose to maintain it in our database and engage with such a prospect.

Upon termination or expiration, you will immediately discontinue all use of our trademark and references to this Affiliate Program from your website(s) and other collateral. For the avoidance of doubt, termination or expiration of this Agreement shall not cause a Customer’s subscription agreement to be terminated.

Hold Harmless. Users shall fully defend, indemnify, and hold harmless NoiseMaker from any and all claims, lawsuits, demands, causes of action, liability, loss, damage and/or injury, of any kind whatsoever ( including without limitation all claims for monetary loss, property damage, equitable relief, personal injury and/or wrongful death), whether brought by an individual or other entity, or imposed by a court of law or by administrative action of any federal, state, or local governmental body or agency, arising out of, in any way whatsoever, any acts, omissions, negligence, or willful misconduct on the part of Users, its officers, owners, personnel, employees, agents, contractors, invitees, or volunteers. This indemnification applies to and includes, without limitation, the payment of all penalties, fines, judgments, awards, decrees, attorneys' fees, and related costs or expenses, and any reimbursements to NoiseMaker for all legal fees, expenses, and costs incurred by it. 

Authority to Enter Agreement. Each Party warrants that the individuals who have signed this Agreement have the actual legal power, right, and authority to make this Agreement and bind each respective Party. 

Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 

Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual right by custom, estoppel, or otherwise. 

Attorneys' Fees and Costs. If any legal action or other proceeding is brought in connection with this Agreement, the successful or prevailing Party, if any, shall be entitled to recover reasonable attorneys' fees and other related costs, in addition to any other relief to which that Party is entitled. In the event that it is the subject of dispute, the court or trier of fact who presides over such legal action or proceeding is empowered to determine which Party, if any, is the prevailing party in accordance with this provision. 

Entire Agreement. This Agreement contains the entire agreement between the Parties related to the matters specified herein and supersedes any prior oral or written statements or agreements between the Parties relating to such matters. 

Relationship of the Parties. Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement.

Enforceability, Severability, and Reformation. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. The intent of the Parties is to provide as broad an indemnification as possible under Florida law. In the event that any aspect of this Agreement is deemed unenforceable, the court is empowered to modify this Agreement to give the broadest possible interpretation permitted under Florida law. 

Applicable Law. This Agreement shall be governed exclusively by the laws of Florida, without regard to conflict of law provisions. 

Exclusive Venue and Jurisdiction. Any lawsuit or legal proceeding arising out of or relating to this Agreement in any way whatsoever shall be exclusively brought and litigated in the federal and state courts of Florida. Each Party expressly consents and submits to this exclusive jurisdiction and exclusive venue. Each Party expressly waives the right to challenge this jurisdiction and/or venue as improper or inconvenient. Each Party consents to the dismissal of any lawsuit that they bring in any other jurisdiction or venue. 

Signatures. Activation of a user account constitutes an electronic signature between NoiseMaker (by legal representative Stephen P. Bostian, CEO) and Users of www.noisemaker.xyz and any NoiseMaker TM products by User, and effective as of the date of the client application or account activation, whichever is first.

Revised: 3/5/2024