SIMPLINANO TERMS AND CONDTIONS


  1. Obligations and Representations. I understand that as an Affiliate of Simplinano, LLC (“Simplinano”): 
  • I must be of legal age in the state in which I reside. 
  • I have the right to offer for sale Simplinano products and services in accordance with the terms and conditions of this Affiliate Agreement. 
  • I have the right to build a Simplinano sales organization. 
  • I will train and motivate the Affiliates in my downline marketing organization. 
  • I will comply with all federal, state, county, and municipal laws, ordinances, rules, and regulations, and shall make all reports and remit all withholdings or other deductions as may be required by any federal, state, county, or municipal law, ordinance, rule, or regulation. 
  • I will perform my obligations as a Affiliate with honesty and integrity. 
  • I will follow all policies and procedures established by Simplinano. 

  1. Presenting Simplinano Products and Services. I agree to present the Simplinano Compensation Plan and Simplinano products and services as set forth in official Simplinano literature and presentations. 
  2. Independent Contractor Status. I agree that as a Simplinano Affiliate, I am an independent contractor and not an employee, agent, partner, legal representative or franchisee of Simplinano. I am not authorized to and will not incur any debt, expense, or obligation, or open any checking account on behalf of, for, or in the name of Simplinano. I understand that I shall control the manner and means by which I operate my Simplinano business, subject to my compliance with this Affiliate Agreement, the Simplinano Policies and Procedures, and the Simplinano Sales Compensation Plan (all of which are collectively referred to as the “Contract”). I agree that I will be solely responsible for paying all expenses I incur, including but not limited to travel, food, lodging, secretarial, office, long distance telephone, and other expenses. I UNDERSTAND THAT I WILL NOT BE TREATED AS AN EMPLOYEE OF Simplinano FOR FEDERAL OR STATE TAX PURPOSES. I acknowledge and agree that Simplinano is not responsible for withholding and shall not withhold or deduct from my bonuses and commissions, if any, FICA, or taxes of any kind, unless such withholding becomes legally required. I agree to be bound by all sales tax collection and remittance agreements between Simplinano, all appropriate taxing jurisdictions, and all related rules and procedures. 
  3. Simplinano Policies. I have carefully read and agree to comply with the Simplinano Policies and Procedures. I understand that I must be in good standing and not in violation of any of the terms of the Contract in order to be eligible to receive any bonuses or commissions from Simplinano. I understand that the Contract, including this Affiliate Agreement, the Simplinano Policies and Procedures, and the Simplinano Sales Compensation Plan, may be amended at any time at the sole discretion of Simplinano, and I agree that upon 30 days’ notice, any such amendment will apply to me. Notification of amendments will be published in official Simplinano materials including the Company’s official website. The continuation of my Simplinano business or my acceptance of bonuses or commissions shall constitute my acceptance of any and all amendments to the contract. 
  4. Term and Termination. The term of this Contract and each subsequent renewal is one year. Unless a party notifies the other of its intent to terminate the Contract, I understand and agree that the Contract is renewed automatically each year on its anniversary date. Simplinano may terminate my account at any time for violation of the terms and conditions of the Contract including any amendments thereto. If my Contract is canceled or terminated for any reason, I understand and agree that I will permanently lose all rights as an Affiliate and I shall not be eligible to sell Simplinano products or services or to receive commissions, bonuses, or other remuneration from the activities of my former downline sales organization. In the event of cancellation or termination, I agree to forfeit and waive all rights I have, including but not limited to property rights, my former downline organization, and any commissions, bonuses, or other remuneration derived through the sales and other activities of my former downline organization. If my Contract is cancelled or terminated for any reason, I agree to immediately discontinue use of any and all Simplinano trademarks, service marks, and copyrighted materials. I also agree that during the term of this Contract and for one (1) year following the termination or cancellation of this Contract, regardless of the reason for termination or cancellation, I will not directly or indirectly solicit or recruit, as defined in the Simplinano Policies and Procedures, any Simplinano Affiliate who is in my current or former downline organization or with whom I became acquainted by virtue of my participation as a Simplinano Affiliate. 
  5. Assignment. I may not assign any rights or delegate my duties under this Contract without the prior written consent of Simplinano. Simplinano may freely assign the Contract at any time. Any attempt to transfer or assign the Contract without the express written consent of Simplinano renders the Contract terminable at the option of Simplinano and may result in termination of my business. 
  6. Breach of the Agreement. I understand that if I fail to comply with the terms of my Contract, Simplinano may, in its sole discretion, impose upon me disciplinary action as set forth in the Simplinano Policies and Procedures. If I am in breach, default, or violation of the Contract at termination, I shall not be entitled to receive any further bonuses or commissions, whether or not the sales for such bonuses or commissions have been completed. If I fail to pay for products or services when payment is due or am indebted to Simplinano for any reason, including but not limited to for commissions or bonuses paid on returned product, I authorize Simplinano to withhold and retain the appropriate amounts from my bonus or commission checks or to charge my credit cards or other accounts which I have placed on file with Simplinano. 
  7. Limitation of Liability and Indemnification. Simplinano, its members, managers, directors, officers, shareholders, employees, assigns, and agents (collectively referred to as “associates”), shall not be liable for special, indirect, incidental, consequential, punitive, or exemplary damages. If Simplinano is found to be in breach of the Contract, the maximum amount of damages I may claim shall be limited to the amount of unsold inventory that I personally purchased from the company and have remaining on hand. I release and agree to indemnify Simplinano and its associates from any and all liability, damages, fines, penalties, or other awards or settlements arising from, or relating to my actions in the promotion or operation of my Simplinano independent business and any activities related to it (for example, but not limited to, the presentation of Simplinano products or Sales Compensation Plan, the operation of a motor vehicle, the lease of meeting or training facilities, the making of any unauthorized claims, the failure to comply with any applicable federal, state, or municipal law or regulation, etc.). 
  8. Entire Agreement. This Affiliate Agreement, the Sales Compensation Plan, and the Simplinano Policies and Procedures, in their current forms and as amended by Simplinano in its discretion, together constitute the entire agreement and Contract between Simplinano and myself. Any promises, representations, offers, or other communications not expressly set forth in this Affiliate Agreement and Contract are of no force or effect. To the extent of any conflict or inconsistency between this Affiliate Agreement and the Policies and Procedures (in their current form or as subsequently modified), the Policies and Procedures shall govern. 
  9. Waiver and Severability. Any waiver by Simplinano of any breach of the Contract must be in writing and signed by an authorized officer of Simplinano. Waiver by Simplinano of any breach of my Contract by me shall not operate or be construed as a waiver of any subsequent breach. If any provision of the Contract is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and the balance of the Contract will remain in full force and effect. 
  10. Survival. Sections 5, 8, 9, 10, 12, 13, 16, and 17 of this Affiliate Agreement, as well as the covenants to protect Simplinano’s trade secrets, confidential information, intellectual property, and other proprietary materials, as set forth more fully in the Policies and Procedures, shall survive the termination of the Contract. 
  11. Resolution of Conflicts. In the event of any dispute, claim, question, or disagreement arising from or relating to this Affiliate Agreement or the Contract or the breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If they do not reach such solution within a period of 60 days, then, upon notice by either party to the other, all disputes, claims, questions, or differences shall be finally settled by arbitration administered in Provo, Utah, by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules and there shall be no right or authority for any dispute, claim, question or disagreement to be arbitrated on a class action basis. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. This agreement to arbitrate shall survive any termination or expiration of the Contract. Notwithstanding this arbitration provision, nothing herein shall prevent Simplinano from applying to and obtaining from any court having jurisdiction a writ of attachment, a temporary restraining order, preliminary injunction, permanent injunction, or other relief available to safeguard and protect Simplinano’s interest prior to, during, or following the filing of any arbitration or other proceeding or pending the rendition of a decision or award in connection with any arbitration or other proceeding. 
  12. Governing Law. The parties consent to exclusive jurisdiction and venue before any federal court in Salt Lake County or any state court in Utah County, State of Utah, for purposes of seeking equitable relief and/or enforcing an award by an arbitrator or any other matter not subject to arbitration. If the law of the state in which the applicant resides prohibits consensual jurisdiction and venue provisions for purposes of arbitration and litigation, that state’s law shall govern issues relating to jurisdiction and venue. I agree that, notwithstanding any statute of limitation to the contrary, any claim or action I wish to bring against Simplinano for any act or omission relating to the Contract must be brought within one (1) year from the date of the alleged act or omission giving rise to the claim or cause of action. Failure to bring such action within the permitted time shall act as a bar against all claims against Simplinano for such act or omission. I waive any and all claims or rights to have any other statute of limitation apply. 
  13. Use of Name and Image. I authorize Simplinano to use my name, photograph, personal story, and/or likeness in advertising or promotional materials and waive all claims to remuneration for such use. 
  14. Electronic Communication. I authorize Simplinano and its associates to communicate with me through electronic mail at the email address provided in this Affiliate Agreement. I understand that such email may include offers or solicitations for the sale and purchase of Simplinano products, sales aids, or services. 
  15. Counterparts. Emailed copies of this Affiliate Agreement shall be deemed an original. To be valid, copies submitted to Simplinano by email must include the front and back of the document. 
  16. Data Protection. I give consent for Simplinano to process the personal data contained in this application/agreement and to transfer this personal data, together with information about this Affiliate account’s future sales activities, to any of Simplinano’s subsidiaries and affiliated companies, and to other Simplinano account holders who are in the same sales organization or distribution chain for the purpose of administering the sales and distribution of Simplinano products and providing activity reports to Simplinano’s subsidiaries, affiliated companies, and to other Simplinano account holders in the sales organizations. I understand that this transfer of information may be made to countries without a level of legal protection of privacy equivalent to that provided in my home country. I understand that if I receive activity reports, including sales reports, containing personal data of other Simplinano account holders’ activities, I agree that I will not use such data except in the administration and development of my sales organization, and that upon termination of my Contract, I will immediately delete all such personal data from my files, except as otherwise required by law. The parties agree that this obligation survives the termination of the Contract. For additional information on Simplinano’s privacy practices, please see Simplinano’s privacy policy located at www. Simplinano.com. If you do not want this personal data processed or transferred as described herein, please do not create an Affiliate account with Simplinano.
  17. SMS/MMS MOBILE MESSAGE MARKETING PROGRAM TERMS AND CONDITIONS

    SimpliNano (hereinafter, “We,” “Us,” “Our”) is offering a mobile messaging program (the “Program”), which you agree to use and participate in subject to these Mobile Messaging Terms and Conditions and Privacy Policy (the “Agreement”). By opting in to or participating in any of our Programs, you accept and agree to these terms and conditions, including, without limitation, your agreement to resolve any disputes with us through binding, individual-only arbitration, as detailed in the “Dispute Resolution” section below. This Agreement is limited to the Program and is not intended to modify other Terms and Conditions or Privacy Policy that may govern the relationship between you and Us in other contexts.

    User Opt In: The Program allows Users to receive SMS/MMS mobile messages by affirmatively opting into the Program, such as through online or application-based enrollment forms. Regardless of the opt-in method you utilized to join the Program, you agree that this Agreement applies to your participation in the Program. By participating in the Program, you agree to receive autodialed or prerecorded marketing mobile messages at the phone number associated with your opt-in, and you understand that consent is not required to make any purchase from Us. While you consent to receive messages sent using an autodialer, the foregoing shall not be interpreted to suggest or imply that any or all of Our mobile messages are sent using an automatic telephone dialing system (“ATDS” or “autodialer”). Message and data rates may apply.

    User Opt Out: If you do not wish to continue participating in the Program or no longer agree to this Agreement, you agree to reply STOP, END, CANCEL, UNSUBSCRIBE, or QUIT to any mobile message from Us in order to opt out of the Program. You may receive an additional mobile message confirming your decision to opt out. You understand and agree that the foregoing options are the only reasonable methods of opting out. You also understand and agree that any other method of opting out, including, but not limited to, texting words other than those set forth above or verbally requesting one of our employees to remove you from our list, is not a reasonable means of opting out.

    Duty to Notify and Indemnify: If at any time you intend to stop using the mobile telephone number that has been used to subscribe to the Program, including canceling your service plan or selling or transferring the phone number to another party, you agree that you will complete the User Opt Out process set forth above prior to ending your use of the mobile telephone number. You understand and agree that your agreement to do so is a material part of these terms and conditions. You further agree that, if you discontinue the use of your mobile telephone number without notifying Us of such change, you agree that you will be responsible for all costs (including attorneys’ fees) and liabilities incurred by Us, or any party that assists in the delivery of the mobile messages, as a result of claims brought by individual(s) who are later assigned that mobile telephone number. This duty and agreement shall survive any cancellation or termination of your agreement to participate in any of our Programs.

    YOU AGREE THAT YOU SHALL INDEMNIFY, DEFEND, AND HOLD US HARMLESS FROM ANY CLAIM OR LIABILITY RESULTING FROM YOUR FAILURE TO NOTIFY US OF A CHANGE IN THE INFORMATION YOU HAVE PROVIDED, INCLUDING ANY CLAIM OR LIABILITY UNDER THE TELEPHONE CONSUMER PROTECTION ACT, 47 U.S.C. § 227, et seq., OR SIMILAR STATE AND FEDERAL LAWS, AND ANY REGULATIONS PROMULGATED THEREUNDER RESULTING FROM US ATTEMPTING TO CONTACT YOU AT THE MOBILE TELEPHONE NUMBER YOU PROVIDED.

    Program Description: Without limiting the scope of the Program, users that opt into the Program can expect to receive messages concerning the marketing and sale of digital and physical products, services, and events.

    Cost and Frequency: Message and data rates may apply. The Program involves recurring mobile messages, and additional mobile messages may be sent periodically based on your interaction with Us.

    Support Instructions: For support regarding the Program, text “HELP” to the number you received messages from or email us at mchambers@simplinano.com. Please note that the use of this email address is not an acceptable method of opting out of the program. Opt outs must be submitted in accordance with the procedures set forth above.

    MMS Disclosure: The Program will send SMS TMs (terminating messages) if your mobile device does not support MMS messaging.

    Our Disclaimer of Warranty: The Program is offered on an "as-is" basis and may not be available in all areas at all times and may not continue to work in the event of product, software, coverage or other changes made by your wireless carrier. We will not be liable for any delays or failures in the receipt of any mobile messages connected with this Program. Delivery of mobile messages is subject to effective transmission from your wireless service provider/network operator and is outside of Our control. T-Mobile is not liable for delayed or undelivered mobile messages.

    Participant Requirements: You must have a wireless device of your own, capable of two-way messaging, be using a participating wireless carrier, and be a wireless service subscriber with text messaging service. Not all cellular phone providers carry the necessary service to participate. Check your phone capabilities for specific text messaging instructions.

    Age Restriction: You may not use of engage with the Platform if you are under thirteen (13) years of age. If you use or engage with the Platform and are between the ages of thirteen (13) and eighteen (18) years of age, you must have your parent’s or legal guardian’s permission to do so. By using or engaging with the Platform, you acknowledge and agree that you are not under the age of thirteen (13) years, are between the ages of thirteen (13) and eighteen (18) and have your parent’s or legal guardian’s permission to use or engage with the Platform, or are of adult age in your jurisdiction. By using or engaging with the Platform, you also acknowledge and agree that you are permitted by your jurisdiction’s Applicable Law to use and/or engage with the Platform.

    Prohibited Content: You acknowledge and agree to not send any prohibited content over the Platform. Prohibited content includes:

    • Any fraudulent, libelous, defamatory, scandalous, threatening, harassing, or stalking activity;
    • Objectionable content, including profanity, obscenity, lasciviousness, violence, bigotry, hatred, and discrimination on the basis of race, sex, religion, nationality, disability, sexual orientation, or age;
    • Pirated computer programs, viruses, worms, Trojan horses, or other harmful code;
    • Any product, service, or promotion that is unlawful where such product, service, or promotion thereof is received;
    • Any content that implicates and/or references personal health information that is protected by the Health Insurance Portability and Accountability Act (“HIPAA”) or the Health Information Technology for Economic and Clinical Health Act (“HITEC” Act); and
    • Any other content that is prohibited by Applicable Law in the jurisdiction from which the message is sent.

    Dispute Resolution: In the event that there is a dispute, claim, or controversy between you and Us, or between you and Stodge, LLC d/b/a Postscript or any other third-party service provider acting on Our behalf to transmit the mobile messages within the scope of the Program, arising out of or relating to federal or state statutory claims, common law claims, this Agreement, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, such dispute, claim, or controversy will be, to the fullest extent permitted by law, determined by arbitration in Salem, Utah before one arbitrator.

    The parties agree to submit the dispute to binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) then in effect. Except as otherwise provided herein, the arbitrator shall apply the substantive laws of the Federal Judicial Circuit in which SimpliNano’s principle place of business is located, without regard to its conflict of laws rules. Within ten (10) calendar days after the arbitration demand is served upon a party, the parties must jointly select an arbitrator with at least five years’ experience in that capacity and who has knowledge of and experience with the subject matter of the dispute. If the parties do not agree on an arbitrator within ten (10) calendar days, a party may petition the AAA to appoint an arbitrator, who must satisfy the same experience requirement. In the event of a dispute, the arbitrator shall decide the enforceability and interpretation of this arbitration agreement in accordance with the Federal Arbitration Act (“FAA”). The parties also agree that the AAA’s rules governing Emergency Measures of Protection shall apply in lieu of seeking emergency injunctive relief from a court. The decision of the arbitrator shall be final and binding, and no party shall have rights of appeal except for those provided in section 10 of the FAA. Each party shall bear its share of the fees paid for the arbitrator and the administration of the arbitration; however, the arbitrator shall have the power to order one party to pay all or any portion of such fees as part of a well-reasoned decision. The parties agree that the arbitrator shall have the authority to award attorneys’ fees only to the extent expressly authorized by statute or contract. The arbitrator shall have no authority to award punitive damages and each party hereby waives any right to seek or recover punitive damages with respect to any dispute resolved by arbitration. The parties agree to arbitrate solely on an individual basis, and this agreement does not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. Except as may be required by law, neither a party nor the arbitrator may disclose the existence, content, or results of any arbitration without the prior written consent of both parties, unless to protect or pursue a legal right. If any term or provision of this Section is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Section or invalidate or render unenforceable such term or provision in any other jurisdiction. If for any reason a dispute proceeds in court rather than in arbitration, the parties hereby waive any right to a jury trial. This arbitration provision shall survive any cancellation or termination of your agreement to participate in any of our Programs.

    Miscellaneous: You warrant and represent to Us that you have all necessary rights, power, and authority to agree to these Terms and perform your obligations hereunder, and nothing contained in this Agreement or in the performance of such obligations will place you in breach of any other contract or obligation. The failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder. 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 and enforceable. Any new features, changes, updates or improvements of the Program shall be subject to this Agreement unless explicitly stated otherwise in writing. We reserve the right to change this Agreement from time to time. Any updates to this Agreement shall be communicated to you. You acknowledge your responsibility to review this Agreement from time to time and to be aware of any such changes. By continuing to participate in the Program after any such changes, you accept this Agreement, as modified.

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