ShoutOut Affiliate Program Terms of Service
BY CLICKING “I AGREE” OR BY PARTICIPATING IN THE SHOUTOUT AFFILIATE PROGRAM, YOU AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS (“AGREEMENT”). IF YOU DO NOT AGREE TO THESE TERMS, DO NOT PARTICIPATE IN THE AFFILIATE PROGRAM.
This Agreement is entered into between you (“Affiliate” or “you”) and Sprat Limited, a company incorporated in England and Wales with its registered office at 8A On The Road, London NW3 1HA, United Kingdom (“Sprat Limited”). Sprat Limited operates the platform known as “ShoutOut” and may be referred to herein as “ShoutOut”.
1. DEFINITIONS
“Affiliate Link” means a unique tracking link provided by ShoutOut to track referrals.
“Commission” means the payment earned per Qualified Referral, as described in the Commission Schedule available in the Partner Portal.
“Qualified Referral” means a new customer who clicks the Affiliate Link, creates a paid subscription account within 14 days, and remains a paying subscriber for at least 1 billing cycles.
“Intellectual Property Rights” refers to all intellectual property owned or licensed by Sprat Limited.
2. ENROLLMENT
To participate in the Affiliate Program, you must apply through ShoutOut’s Partner Portal. Acceptance is at the sole discretion of Sprat Limited.
3. AFFILIATE RESPONSIBILITIES
You agree to:
Promote the Platform in a lawful, ethical, and truthful manner.
Follow brand guidelines and promotional policies provided by Sprat Limited.
Clearly disclose your affiliate relationship where legally required.
Not engage in prohibited practices such as spam, cookie stuffing, false claims, or misuse of trademarks.
4. SPRAT LIMITED’S RESPONSIBILITIES
Sprat Limited shall:
Provide Affiliate Links, marketing materials, and access to analytics tools.
Track referrals via its platform, which shall serve as the definitive measure of Commissions.
Pay valid Commissions on Qualified Referrals per the Commission structure outlined in the Partner Portal.
5. RELATIONSHIP OF THE PARTIES
This Agreement does not establish a partnership, joint venture, or employment relationship. You are acting as an independent contractor, and you may not represent yourself as an agent or employee of Sprat Limited.
6. INTELLECTUAL PROPERTY
All Intellectual Property Rights in the Platform, content, branding, and materials remain the exclusive property of Sprat Limited.
You are granted a non-exclusive, non-transferable, revocable license to use approved materials solely for promoting the Platform.
You shall not:
Modify or misuse any of Sprat Limited’s intellectual property.
Use ShoutOut’s branding in a manner that misrepresents, tarnishes, or damages its reputation.
Upon termination, you must cease all use of such materials and delete or return all copies.
7. COMMISSION AND PAYMENT
The commission structure and conditions are outlined in the Partner Portal and may be updated from time to time.
Commissions are:
Paid only on Qualified Referrals that sign up to a paid ShoutOut subsciption.
Subject to a minimum payment threshold.
Adjusted for refunds, chargebacks, or fraudulent activity.
Paid [e.g., monthly], based on information you provide via the Partner Portal.
You are solely responsible for all tax obligations.
8. CONFIDENTIALITY
You agree not to disclose any confidential, non-public information about ShoutOut, including its pricing, customer data, or marketing strategies.
9. TERMINATION
Either party may terminate this Agreement at any time by providing 30 days’ written notice to the other.
Sprat Limited may terminate this Agreement immediately:
Upon termination:
All use of Sprat Limited’s intellectual property must stop.
Access to the Partner Portal and marketing tools will be revoked.
Any unpaid, valid Commissions earned prior to termination will be paid per standard terms, provided minimum thresholds are met.
10. INDEMNIFICATION
You agree to indemnify Sprat Limited from any claims or liabilities arising from:
Breach of this Agreement.
Misrepresentation of ShoutOut’s services.
Infringement of third-party rights.
Your promotional conduct.
11. LIMITATION OF LIABILITY
To the maximum extent permitted by law:
Sprat Limited shall not be liable for any indirect, incidental, or consequential damages.
Sprat Limited’s total liability shall not exceed the total Commissions paid to you in the 12 months preceding the claim.
12. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by the laws of England and Wales. Any disputes shall be exclusively resolved in the courts of England and Wales.
13. AMENDMENTS
Sprat Limited reserves the right to amend this Agreement at any time by posting an updated version. Continued participation after changes constitute acceptance of the updated terms.
14. ENTIRE AGREEMENT
This Agreement supersedes all prior communications and constitutes the entire agreement between you and Sprat Limited regarding the Affiliate Program.
15. SEVERABILITY
If any provision is found unenforceable, the remainder shall remain in effect.
16. WAIVER
Failure to enforce any right or provision shall not constitute a waiver of such right or provision.
BY CLICKING “I AGREE” OR BY PARTICIPATING IN THE AFFILIATE PROGRAM, YOU CONFIRM THAT YOU HAVE READ, UNDERSTOOD, AND ACCEPTED THESE TERMS.
