IMPORTANT — READ CAREFULLY. This Affiliate Agreement ("Agreement") is a legally binding contract between you ("Affiliate") and ShoutDial ("Company," "we," "us," or "our"). By applying to, enrolling in, or participating in the ShoutDial Affiliate Program ("Program"), you agree to be bound by the terms of this Agreement. If you do not agree, do not participate in the Program.
This Agreement does not constitute legal advice. ShoutDial recommends that you consult your own legal counsel before entering into this Agreement.
1. Definitions
"Affiliate" means the individual or entity approved by ShoutDial to participate in the Program.
"Referral" means a prospective customer who (a) was introduced to ShoutDial through the Affiliate's unique referral link or direct introduction, (b) had no prior account or active relationship with ShoutDial at the time of introduction, and (c) subsequently creates a paid ShoutDial account that is attributed to the Affiliate.
"Active Account" means a Referral's ShoutDial account that is in good standing, paid, and not suspended, cancelled, or in arrears.
"Net Collected Revenue" means the gross amount billed to a Referral's account during a Commission Period, minus any refunds, credits, chargebacks, and disputed amounts. Net Collected Revenue does not include taxes, government-imposed fees, or payment processor surcharges passed through to the customer.
"Commission Period" means each calendar month during which a Referral's account is an Active Account.
"Commission" means the monthly payment owed to the Affiliate, calculated as a percentage of Net Collected Revenue, as set forth in Section 4.
"Qualifying Referral" means a Referral whose account has been active and paid for at least sixty (60) consecutive days and whose attribution has been confirmed.
2. Program Enrollment
Participation in the Program requires ShoutDial's express written approval, which may be granted or withheld at ShoutDial's sole discretion. ShoutDial may decline any application without cause or explanation.
Upon approval, the Affiliate must complete Stripe Connect onboarding, including providing valid tax documentation (W-9 for US-based Affiliates, W-8BEN for international Affiliates) and bank or payment account details. Commission payments will not be issued until Stripe Connect onboarding is complete.
ShoutDial reserves the right to modify eligibility requirements at any time. Affiliates who no longer meet eligibility requirements may be removed from the Program on written notice.
3. Referral Process
3.1 Referral link. Upon approval, ShoutDial will provide the Affiliate with a unique referral link. When a prospective customer visits ShoutDial through this link, a tracking cookie is set with a ninety (90) day attribution window. If the prospective customer creates a paid ShoutDial account within this window, the account is attributed to the Affiliate.
3.2 Direct introductions. Affiliates may also refer prospective customers via direct introduction (email, phone, or other communication) by identifying the referral and the Affiliate by name. Direct referrals are confirmed in writing (email is sufficient) by ShoutDial within ten (10) business days of the introduction.
3.3 First-touch attribution. Attribution is first-touch only. If a prospective customer has already visited ShoutDial through another affiliate's link, has an existing ShoutDial account, or is already in ShoutDial's sales pipeline at the time of the referral, the referral will not be attributed to the Affiliate.
3.4 Disputes. Any dispute regarding attribution must be raised within thirty (30) days of the referred customer's account activation. Attribution disputes raised after this period will not be considered.
4. Commission Structure
4.1 Commission rate. ShoutDial will pay the Affiliate a commission equal to ten percent (10%) of the Net Collected Revenue from each Qualifying Referral's Active Account during each Commission Period.
4.2 What is included. Commission is calculated on all Net Collected Revenue from the referred account, including but not limited to:
- Monthly and annual subscription plan fees (Cloud PBX and/or WebConnect)
- Add-on fees (additional users, phone numbers, AI minutes)
- AI minute top-off packs (one-time purchases)
4.3 What is excluded. Commission is not earned on:
- Amounts that are refunded, credited, or charged back
- Taxes, government-imposed fees, or regulatory surcharges
- Payment processor fees or surcharges
- One-time setup fees, number porting fees, or regulatory compliance fees
- Any amounts from periods during which the account was in a free trial, suspended, or not in good standing
4.4 Plan changes. If a Referral upgrades, downgrades, or changes plans, the Commission is recalculated based on the new plan's Net Collected Revenue beginning in the next Commission Period. If a Referral adds users, numbers, AI minutes, or other add-ons, the Commission increases proportionally.
4.5 Clawback. If a Referral's account is cancelled, terminated, refunded, or charged back within sixty (60) days of account creation, any Commission already paid or accrued for that Referral will be clawed back in full. Clawback amounts will be deducted from the Affiliate's next payout(s). If the Affiliate's balance is insufficient, ShoutDial may invoice the Affiliate for the remaining clawback amount.
4.6 Commission is not guaranteed. Commissions are earned only while (a) the Referral maintains an Active Account, (b) this Agreement remains in effect, and (c) the Affiliate is not in breach of this Agreement. ShoutDial makes no representation regarding how long any customer will remain a subscriber.
5. Payment Terms
5.1 Payment method. All Commission payments are made via Stripe Connect. The Affiliate must maintain a valid, active Stripe Connect account in good standing. ShoutDial is not responsible for failed payments due to incomplete Stripe onboarding, invalid bank details, or account restrictions imposed by Stripe.
5.2 Payment schedule. Commissions accrued in a given calendar month are paid within thirty (30) days following the close of that month, provided the Affiliate's total unpaid balance meets or exceeds the minimum threshold set forth in Section 5.3.
5.3 Minimum payment threshold. ShoutDial will not issue a payment until the Affiliate's accrued, unpaid Commission balance reaches twenty-five dollars ($25.00). Balances below this threshold carry forward to the following month(s) until the threshold is met.
5.4 Taxes. Affiliates are solely responsible for all taxes, withholdings, and reporting obligations arising from Commission payments received under this Agreement. Stripe Connect will collect applicable tax documentation (W-9 for US-based Affiliates, W-8BEN for international Affiliates) during onboarding and will issue a Form 1099-NEC (or equivalent) to US-based Affiliates whose annual Commission payments meet applicable IRS reporting thresholds. International Affiliates may be subject to withholding requirements under applicable tax treaties.
5.5 No payment during breach. ShoutDial may withhold payment of any accrued Commissions if the Affiliate is in breach of this Agreement, pending resolution of the breach. If the breach is determined to be material and uncured, ShoutDial may forfeit withheld commissions without further obligation.
5.6 Currency. All Commissions are calculated and paid in United States Dollars (USD). Currency conversion for international payouts is handled by Stripe at prevailing rates and is the Affiliate's responsibility.
6. Affiliate Dashboard
Upon enrollment, the Affiliate will have access to a dashboard within the ShoutDial portal showing:
- Referral link and code
- Referred customers (shown by initial or anonymized identifier for privacy)
- Account status of each referral (trial, active, cancelled)
- Monthly commission earned and paid
- Payout history
The dashboard is provided for informational purposes. In the event of any discrepancy between the dashboard and ShoutDial's billing records, ShoutDial's billing records shall control.
7. Affiliate Obligations
7.1 Honest representation. Affiliate shall only make truthful, accurate statements about ShoutDial, its services, pricing, features, and capabilities. Affiliate may not make representations that contradict ShoutDial's published materials or that could reasonably mislead prospective customers.
7.2 FTC disclosure. When promoting ShoutDial in any public context — including social media, websites, email newsletters, YouTube, podcasts, or any other medium — Affiliate must clearly and conspicuously disclose their material connection to ShoutDial (i.e., that they earn a commission on referrals). This requirement is non-negotiable and is mandated by the U.S. Federal Trade Commission's Endorsement Guides. Example disclosure: "Disclosure: I earn a commission if you sign up for ShoutDial through my referral link."
7.3 No spam. Affiliate shall not send unsolicited commercial email (spam) or engage in any mass, automated, or purchased-list marketing to promote ShoutDial. All marketing must comply with the CAN-SPAM Act, CASL (if applicable), and any other applicable anti-spam laws.
7.4 No paid search brand bidding. Affiliate may not purchase paid search advertisements (Google Ads, Bing Ads, etc.) that use ShoutDial's brand name, domain, or close variants as keywords or display text without ShoutDial's prior written consent.
7.5 No unauthorized use of ShoutDial brand assets. Affiliate may use ShoutDial's name and logo only in a manner consistent with ShoutDial's brand guidelines and only for the purpose of promoting the Program. Affiliate may not modify ShoutDial's logo, use it in a way that implies endorsement beyond the referral relationship, or use it in connection with content that is offensive, misleading, or harmful.
7.6 Compliance with law. Affiliate shall comply with all applicable local, state, federal, and international laws in connection with their participation in the Program.
7.7 No interference with ShoutDial's business. Affiliate may not take any action that harms, disparages, or disrupts ShoutDial's business, reputation, customer relationships, or technical systems.
8. Prohibited Activities
The following activities are grounds for immediate termination of this Agreement and forfeiture of any accrued unpaid commissions:
- Self-referral: referring your own business, an entity you own or control, or an immediate family member's business to earn commission
- Fraudulent referral activity of any kind, including fabricated introductions, cookie stuffing, or manipulation of attribution
- Inducing customers to sign up and then cancel for the purpose of generating commission on short-lived accounts
- Creating fake accounts, using bots, or generating artificial traffic to trigger referral attribution
- Providing false information to ShoutDial in connection with Program enrollment or commission claims
- Disparaging ShoutDial, its employees, or its customers in any public forum
- Using ShoutDial's name or program participation to imply a partnership, ownership interest, or business relationship beyond that of an independent affiliate
- Bidding on ShoutDial's brand keywords in paid search without written authorization
9. Term and Termination
9.1 Term. This Agreement begins on the date ShoutDial confirms your enrollment in writing and continues until terminated by either party.
9.2 Termination by either party. Either party may terminate this Agreement at any time, for any reason or no reason, upon thirty (30) days' written notice to the other party.
9.3 Immediate termination. ShoutDial may terminate this Agreement immediately, without notice, if the Affiliate engages in any prohibited activity listed in Section 8, materially breaches any provision of this Agreement, or engages in conduct that ShoutDial reasonably determines to be harmful to its business, reputation, or customers.
9.4 Effect of termination. Upon termination:
- The Affiliate's referral link is deactivated immediately
- The Affiliate ceases earning new Commissions
- Any Commissions accrued and confirmed for Active Accounts prior to the termination date will be paid on the next regular payment cycle, provided the Affiliate is not in breach and the 60-day clawback period has passed
- Commissions for accounts that remain active after the termination date will not be paid. There is no tail commission — termination ends the Commission relationship prospectively.
10. Confidentiality
Each party may receive confidential information from the other in connection with this Agreement, including but not limited to pricing details, customer information, commission rates, business strategies, and technical information ("Confidential Information"). Each party agrees to: (a) hold the other's Confidential Information in strict confidence; (b) use Confidential Information only as necessary to perform under this Agreement; and (c) not disclose Confidential Information to any third party without the disclosing party's prior written consent. This obligation survives termination of this Agreement for a period of two (2) years.
11. Relationship of the Parties
The Affiliate is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, agency, franchise, or any other relationship between the parties. The Affiliate has no authority to bind ShoutDial to any contract, obligation, or representation. Affiliate is solely responsible for their own business expenses, taxes, insurance, and legal compliance.
12. Intellectual Property
ShoutDial grants the Affiliate a limited, non-exclusive, non-transferable, revocable license to use ShoutDial's name and logo solely for the purpose of promoting the Program in accordance with this Agreement. All rights not expressly granted are reserved. This license terminates automatically upon termination of this Agreement. The Affiliate acquires no ownership interest in ShoutDial's intellectual property by virtue of this Agreement or Program participation.
13. Disclaimers
SHOUTDIAL MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PROGRAM, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SHOUTDIAL DOES NOT WARRANT THAT THE PROGRAM WILL CONTINUE IN ITS CURRENT FORM, THAT ANY PARTICULAR COMMISSION RATE WILL REMAIN IN EFFECT INDEFINITELY, OR THAT ANY REFERRAL WILL RESULT IN A PAYING CUSTOMER.
14. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHOUTDIAL'S TOTAL LIABILITY TO THE AFFILIATE ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL COMMISSIONS ACTUALLY PAID TO THE AFFILIATE IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL SHOUTDIAL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOST BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
15. Indemnification
Affiliate agrees to indemnify, defend, and hold harmless ShoutDial and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Affiliate's participation in the Program; (b) Affiliate's breach of this Agreement; (c) Affiliate's marketing or promotional activities; (d) Affiliate's violation of any applicable law or third-party right; or (e) any claim by a third party arising from Affiliate's representations about ShoutDial.
16. Modifications to the Program and Agreement
ShoutDial reserves the right to modify the terms of this Agreement, the Commission structure, or any aspect of the Program at any time. ShoutDial will provide at least thirty (30) days' written notice of material changes (including Commission rate changes). Continued participation in the Program after the effective date of any modification constitutes acceptance of the modified terms. If an Affiliate does not agree to a modification, their sole remedy is to terminate this Agreement in accordance with Section 9.
17. Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law provisions. Any dispute arising out of or relating to this Agreement that cannot be resolved informally shall be submitted to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, with proceedings conducted in English. The arbitration shall take place in Travis County, Texas. Judgment on any arbitration award may be entered in any court of competent jurisdiction.
Class action waiver: The Affiliate agrees that any dispute resolution proceeding will be conducted on an individual basis and not as a class, consolidated, or representative action.
18. General Provisions
Entire agreement. This Agreement constitutes the entire agreement between the parties with respect to the Program and supersedes all prior or contemporaneous communications, whether oral or written, relating to the subject matter hereof.
Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.
No waiver. Failure by either party to enforce any right or provision of this Agreement shall not constitute a waiver of future enforcement of that right or provision.
Assignment. Affiliate may not assign this Agreement or any rights hereunder without ShoutDial's prior written consent. ShoutDial may assign this Agreement freely, including in connection with a merger, acquisition, or sale of assets. Any attempted assignment in violation of this section is void.
Notices. Notices under this Agreement shall be in writing and delivered by email to the address on file for each party. Notices are deemed delivered upon confirmed receipt.
Force majeure. Neither party shall be liable for delays or failures in performance caused by circumstances beyond their reasonable control, including acts of God, natural disasters, government actions, or internet infrastructure failures.
This Agreement is effective as of the date ShoutDial confirms your enrollment in the Affiliate Program in writing. Questions about this Agreement should be directed to legal@shoutdial.com.