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Affiliate Programs - Shout Internet Terms and Conditions

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Affiliate Programs: Terms

 
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Affiliate Agreement. 

THIS IS A LEGALLY BINDING AGREEMENT. BY COMPLETING AND SUBMITTING THE ONLINE APPLICATION, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT.

This Agreement contains the terms and conditions that apply to an individual's or entity's participation in the Shout Internet Affiliate Program (the "Program").

As used in this Agreement, "we", "us", or "our" means SHOUT INTERNET LTD or any of our affiliate companies, and "you" means the applicant.

1. DEFINITIONS

"Shout Internet Site" means the website that has its primary home page identified by the URL www.shoutinternet.com. It also covers websites related by way of common ownership including, non-exclusively: www.shoutsoftware.com, www.shouttraining.com, www.shoutwebsites.com, www.shoutmembers.com and www.shoutaffiliates.com.

Shout Internet System” means the software program, Content, and Products contained on the Shout Internet Site, and the systems used in the sale and promotion of Products.

"Product" means any product listed on the Shout Internet Site that is fulfilled by us or on our behalf, or any product sold by a third party seller on the Shout Internet Site.

"Content" is any data, images, text, or other information obtained by you from us or the Shout Internet Site in connection with this Agreement.

Affiliate” means a marketing partner that promotes our Products under the terms of the Affiliate Agreement.

Affiliate Link” means a link from your site to the Shout Internet Ordering System that contains your unique affiliate identification code.

Affiliate Site” means your site that contains Affiliate Links.

Affiliate Agreement” means the document governing the responsibilities and obligations of Affiliates.

Shout Internet Ordering System” means the electronic shopping cart operated by Shout Internet Ltd., where customers complete their Product purchases.

Qualifying Revenues” includes revenues derived by us from sales of Products sold during sessions initiated through Affiliate Links on your site, excluding costs for shipping, handling, taxes separately stated and charged to the customer, returns and bad debt.

Qualifying Domain Name” means a domain name that does not conflict with any provision of this Agreement.

2. PROGRAM ENROLLMENT

To begin the enrollment process, you will submit a complete Program application via the Shout Internet Site. We will evaluate your application in good faith and will notify you of its acceptance or rejection.

If you are accepted for the Program, we may later terminate this Agreement if we determine (in our sole discretion) that your Affiliate Site is unsuitable for the Program. Unsuitable Affiliate Sites include, but are not limited to, those that contain Content that:

• promotes sexually explicit materials
• promotes violence
• promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
• promotes illegal activities

By participating in the Program you agree that you will not engage in any such activities. If we reject your application, you are welcome to reapply to the Program at any time.

Participation in the Program is limited to parties that lawfully can enter into and form contracts under applicable law. Minors are not allowed to participate in the Program.

3. DOMAIN NAMES

You may not register, own, or cause to be registered, any domain name that includes "ShoutInternet," any other trademark of Shout Internet Ltd, or variations or misspellings of any of them, in their URLs to the left of the top-level domain name (e.g., ".com", ".net", ".uk", etc.) -- for example, a URL such as "shoutinternet.mydomain.com", "shoutsoftware.net”, “shout-internet.com", or “shout-software.co.uk” would be unsuitable.

4. ORDER PROCESSING

We will process all Product orders placed by customers through Affiliate Links from your Affiliate Site. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish.

We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms, process payments, cancellations, and returns, and handle customer service.

We will track sales made to customers who purchase Products and will make available to you reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time at our discretion.

5. REFERRAL FEES

We will pay you (in accordance with Sections 5 through 7) referral fees on Product sales to customers.

For a Product sale to be eligible to earn a referral fee, the customer must add the Product to his or her shopping cart through a Affiliate Link from your Affiliate Site or click-through an appropriate Affiliate Link and complete the payment during the visitor session.

A visitor session may last up to 60 days pursuant to a cookie being placed on the visitor’s computer. A visitor session may be terminated before 60 days if the visitor deletes his cookies or visits through a third party’s Affiliate Link.

We will only pay referral fees on eligible Products after order, payment and delivery have occurred.

You may purchase products during sessions initiated through your site for your own personal use. However, purchases of products for resale or commercial use of any kind are forbidden. Such purchases may result (in our sole discretion) in the withholding of referral fees and/or the termination of this Agreement.

6. REFERRAL FEE SCHEDULE

During each calendar month, for Qualifying Products sold during sessions initiated through Affiliate Links on your Affiliate Site, you will earn (subject to the other terms of this Agreement) referral fees equaling 25% of the Qualifying Revenues.

7. REFERRAL FEE PAYMENTS

We will pay you referral fees on a monthly basis, approximately 30 days following the end of each calendar month so as to allow for any product refund periods to determine.

All referral fee payments to you are paid through PayPal. You must have a valid Paypal account to receive scheduled referral fee payments.

If you do not have a Paypal account we may, in our sole discretion, initiate payment to you through an alternative payment processor. We reserve the right to charge you a reasonable administrative fee if we initiate payment through an alternative payment processor.

The monthly payment threshold, below which a payment will not be made and below which the outstanding balance is carried forward to the following month, is $25 US.

We are obligated by law to obtain tax information from certain Program participants. If we believe you are a Program participant from whom we are obligated to obtain tax information and you do not provide this information to us after we have requested it, we may withhold your referral fee payments until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information.

8. CUSTOMER POLICY AND PRICING

Customers who buy products through this Program will be deemed to be our customers. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers.

We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time.

We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product. If this Agreement is terminated for any reason, all customers remain our customers.

9. DISCOUNTS AND PROMOTIONAL PRICING

Discounts and promotional pricing may be offered to customers from time to time as an incentive. Where such offers are made resulting in a purchase, and such purchase is associated with your affiliate account, the applicable discount(s) will be deducted before apportioning your share of the sale proceeds. In other words, your affiliate commission is paid out of net-of-discount revenues.

10. PROPRIETARY ADVERTISING TERMS

When promoting your Affiliate Site via external paid search engines, which may include, but are not limited to, entities such as Google and Yahoo, the following guidelines must be followed:
• you must not give the impression that you are, or represent, Shout Internet Ltd. or any of our products, through use of phrases such as ‘Official Site’;
• you must not engage in marketing practices that are illegal or violate the rights of any third party;
• you must ensure that all copy used for search and keyword purposes is appropriate and 100% accurate and does not contain any claims that could be construed to be false or misleading; and
• you agree that, following notice from us, you will promptly remove any search listing containing copy and/or creative components that we deem inappropriate for any reason.

If we determine, in our sole discretion, that you have engaged in any of the aforementioned activities, we may (without limiting any other rights or remedies available to us) withhold any referral fees otherwise payable to you under this Agreement and/or terminate this Agreement.

11. PRESS RELEASES

You may not issue any press release with respect to this Agreement or your participation in the Program unless you obtain written authorization from us.

12. E-MAIL MARKETING

In order to send an electronic communication as a member of the Program, in addition to complying with the other terms and conditions of our Agreement with you, you shall ensure that:

• You have clear and specific consent from the proposed recipient(s) before you send any such communications. The consent must have been given to you by way of an opt-in consent mechanism. For example, the proposed recipient(s) has ticked a box to indicate that they are happy to receive marketing communications from you promoting third party goods and services. Any such tick box must not be pre-populated;
• Wherever reasonably possible, you do not send any such communications to persons under the age of 18 or (if higher), the age of majority in the country of the proposed recipient(s) of any such communication;
• You include a true name in the communication (e.g. the "From" line of any email) and not a sales pitch or marketing message. Any such communication must clearly identify you as the sender of the communication and you shall not falsify or otherwise attempt to hide your identity;
• You do not mislead the recipient(s) with regard to the content and purpose of the communication;
• You provide an adequate, functioning and conspicuous "opt-out" or "unsubscribe" option in every communication;
• The communication must include a valid address to which the recipient can respond to opt out/unsubscribe of future marketing communications. The reply address must be active for at least thirty (30) days after sending the communication;
You honor expeditiously any opt out/unsubscribe request made by any communication recipient. You must not send any further marketing communications to any person who indicates (by whatever means) that they do not wish to receive any further marketing communications;
• You include a physical business address in any such communication;
• You include a link to your privacy policy in any such communication;
• You do not send any such communications to any person who has registered on any applicable register of persons who do not wish to receive any marketing communications;

Further, you are responsible for ensuring that your communications practices comply with all applicable laws and codes of practice, including: (i) European Directives 95/46 on the Protection of Individuals with regard to the Processing of Personal Data and 2002/58 on Privacy and Electronic Communications and any applicable local enactments thereof in relation to electronic marketing in the European Union; and (ii) the United States CAN-SPAM Act of 2003 (Public Law 108-187) in relation to any electronic marketing in the United States.

13. INDEMNIFICATION FROM THIRD PARTY CLAIMS.

Each party hereto ("Indemnifying Party") shall defend, indemnify and hold harmless the other party hereto ("Indemnified Party") from and against any suit, proceeding, assertion, damage, cost, liability, and expenses (including court costs and reasonable attorneys' fees) incurred as a result of a claim or claims by a third party against Indemnified Party or its affiliates, licensors, suppliers, officers, directors, employees, members and agents, arising from or in connection with: (i) any representation or warranty made by the Indemnifying Party being untrue; (ii) any breach by the Indemnifying Party of any covenant or agreement made by it herein or; (iii) the use by the Indemnified Party of the trademark, trade name, service mark, logo, copyright, proprietary method or technology of the Indemnifying Party in accordance with the terms hereof.

The indemnification obligations set forth in Section 13(a) hereof are contingent upon the following conditions: (i) the Indemnified Party must promptly notify the Indemnifying Party in writing of the claim (however, failure of the Indemnified Party to so promptly notify the Indemnifying Party will not relieve the Indemnifying Party of its indemnification obligations hereunder, except to the extent it has been damaged thereby); (ii) the Indemnified Party will reasonably cooperate with the Indemnifying Party in the defense of the matter; (iii) the Indemnifying Party will have primary control of the defense of the action and negotiations for its settlement and compromise; provided, however, that: (i) the Indemnified Party will have the right to approve any settlement or compromise that will impose any obligation upon it or which may adversely affect its rights under this Agreement or its rights to any materials subject to copyright, patent, trade secret or trademark protection and; (ii) the Indemnified Party may, at its own cost, obtain separate counsel to represent its interests.

14. COMPLIANCE WITH LAWS

As a condition to your participation in the Program, you agree that while you are a Program participant you will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority that has jurisdiction over you, whether those laws, etc. are now in effect or later come into effect during the time you are a Program participant.

Without limiting the foregoing obligation, you agree that as a condition of your participation in the Program you will comply with all applicable laws (federal, state or otherwise) that govern marketing email, including without limitation, the CAN-SPAM Act of 2003 and all other anti-spam laws.

15. TERM OF AGREEMENT

The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination.

Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to the Shout Internet Site, and all of our trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program.

You are eligible to earn referral fees only on sales of Qualifying Products that occur during the term, and referral fees earned through the date of termination will remain payable only if the related orders are not canceled or returned.

We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. Any commissions earned after termination will go to Shout Internet Ltd.

16. MODIFICATION

We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on the Affiliate Site. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, payment procedures, and Program rules.

IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON THE AFFILIATE SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

17. RELATIONSHIP OF PARTIES

You are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.

18. LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF REVENUE OR LOST PROFITS, ARISING FROM ANY PROVISION OF THIS AGREEMENT, EVEN IF SUCH PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE AGGREGATE LIABILITY OF SHOUT INTERNET LTD AND ITS AFFILIATES, DIRECTORS AND OFFICERS ARISING WITH RESPECT TO THIS AGREEMENT OR THE PROGRAM SHALL NOT EXCEED THE AGGREGATE QUALIFYING PURCHASE REFERRAL FEES PAYABLE TO THE AFFILIATE PARTNER UNDER THIS AGREEMENT.

19. DISCLAIMERS

We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of the Shout Internet Site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

20. INDEPENDENT INVESTIGATION

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

21. ARBITRATION

Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement or your relationship with us or any of our affiliates shall be submitted to confidential arbitration in Abergavenny, United Kingdom, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any court of competent jurisdiction and you consent to non-exclusive jurisdiction and venue in such courts.

The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.

22. CONFIDENTIALITY

Except as otherwise provided in this Agreement or with the consent of the other party hereto, you and us each agree that all information including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists and pricing and sales information, concerning the Program or Shout Internet Ltd, or any of their respective affiliates, provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by the party receiving such information for its own business purposes or for any other purpose, except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its affiliates.

Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information: (i) to any person pursuant to a subpoena issued by any court or administrative agency; (ii) to its accountants, attorneys or other agents on a confidential basis and; (iii) otherwise as required by applicable law, rule, regulation or legal process.

23. NO GUARANTEE OF PROFITS OR INCOME

You agree, understand and acknowledge that Shout Internet Ltd, its affiliates, partners, related entities, agents, officers, directors, shareholders, employees, and/or accountants have made no representation of any nature whatsoever regarding profits, income, or money which you may obtain or generate from the Program and/or from entering into this Agreement and/or from marketing and/or promoting your Affiliate Site.

Any expression by us in this regard is an expression of opinion only and you agree, understand and acknowledge that you have not been induced to, and/or persuaded thereby to, enter into this Agreement and that you have entered into this Agreement on your own free will and choice, without any force or duress, and only after thorough, complete, full, and thoughtful investigation and after obtaining independent advice and counsel.

24. TERMINATION

We may terminate this Agreement if we believe, in our sole discretion, that you have violated any provision of this Agreement.

You may terminate this Agreement at any time by providing us written notice of your election to terminate.

25. REVERSE ENGINEERING

No reverse engineering or decompiling of the Shout Internet System or Site is authorized or permitted. Furthermore, you may not build, develop, or otherwise cause to be created any system that is directly competitive to the Shout Internet System or Site.

26. MISCELLANEOUS

This Agreement will be governed by the laws of the United Kingdom, without reference to rules governing choice of laws. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

Headings herein are for reference only and shall not affect the meaning of any terms.

Our performance under this Agreement shall be excused to the extent that its performance is hindered, delayed or made commercially impractical by causes beyond its reasonable control.

All notices, consents, requests, instructions, approvals, and other communications made, required or permitted hereunder (each herein, a "Notice") shall be given in writing and delivered to the receiving party to its respective address set forth below (i) by personal delivery to the individual identified below, (ii) by certified or registered mail (return receipt requested), or (iii) by a nationally recognized courier. The effective date of such Notice shall be deemed to be the date upon which any such Notice is personally received by or on behalf of the addressee. Any party hereto may change its address set forth below by written notice to the other party hereto in accordance with the terms of this Section.

If to Shout Internet Ltd:

Shout Internet Ltd
Coed Morgan Cottages
Coed Morgan
Abergavenny
NP7 9UA
United Kingdom

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About This Policy:

This Affiliate Agreement is designed to set out the terms under which our affiliates may promote Shout Interent products and share in the proceeds generated as a result.

When signing up to the Shout Internet Affiliate Program, please take a moment to read through this agreement so that you are clear how our program works.

This agreement may be modified from time to time, in which case the latest version of the agreement will be published on this page and the publish date updated below.

Last updated: October 2011