FOREWORD

Our affiliates are very important to us. We do our best to treat you with the fairness and respect you deserve. We simply ask the same consideration of you. We have written the following affiliate agreement with you in mind, as well as to protect our company's good name. So please bear with us as we take you through this legal formality.

The following agreement is summarized as follows:

• You may place our product and/or service banners anywhere on your site as you see fit, or within non-spam emails. We may however offer advice as to placement and/or positioning in an effort to help increase your performance and earnings potential. 

• All referrals are tracked utilizing cookies. If a referred prospect has cookies disabled or blocked within their browser, or cookies are disabled or deemed unusable for any reason whatsoever, we will not be able to track the referral and therefore no sale, and no commission will be recorded. We will not be responsible for any sales and/or commissions lost due to disabled, blocked or otherwise unusable tracking cookies.     

• We may email you concerning new promotional programs

• We might change the service here and then

• Adult, Hate, or other related sites are not allowed

• You will be paid your commissions on a monthly basis only when your earned account balance meets or exceeds the minimum payout limit as imposed on your Affiliate account. Balances below the minimum payout limit will be rolled over month-to-month until the minimum payout limit is met.

• All statistics are collected and calculated by Appcentrix LLC.., and will be the only valid stats used for determining commissions.

• Any page that contains links to Appcentrix LLC. products, services, websites, banners, or code must be written and readable in English.

• All payments are made via your linked Paypal account. NO EXCEPTIONS!

• You won't hold us liable for anything, a link to a non-Appcentrix LLC. controlled web site does not mean that Appcentrix LLC. endorses or accepts any responsibility for the content or the use of such Web site.

• You cannot SPAM. You cannot SPAM. You cannot SPAM. We will terminate your account on the first offense of SPAMMING. Do not send email to lists or groups that you do not have permission to send to. We cannot stress this enough, we WILL terminate your account on the first offense.

• You may place banners or links within your newsletters, in content of your website, or within other web related content.

• Affiliate accounts that are left inactive will be removed from our system if their balance is equal to or less than $25. If an abandoned affiliate account has a balance exceeding $50, a $25 fee will be assessed once per calendar month, until the balance is equal to zero dollars - and is closed. At no time will an affiliate ever owe monies to Appcentrix LLC. based on fees - the account will simply be closed. An abandoned affiliate account is defined as any account that has not been logged in to for a period of 6 months, nor have any transactions been posted to that account. If one or the other of those conditions are true - the account will remain in an active state.

• NOT ALLOWED: All other uses of banners or links, such as newsgroups, chat rooms, ICQ, message boards, banner networks, hit farms, counters, or guestbooks etc. are NOT allowed.

• NOT ALLOWED: Any placement of creative in a "Desktop" advertising scheme. This includes any and all 3rd party advertising platforms that use a desktop application to display ads in any form.

• NOT ALLOWED: Any display of a merchant window that isn't the result of a direct click by the end-user.

• Failure to abide by these rules could mean termination from a given promotional program, or from Appcentrix LLC.’s Affiliate Program completely with a complete forfeit of commissions.

• Fraud is a serious offense, and will be treated as such. Fraud is defined as any action that intentionally attempts to create sales, leads, or click-throughs using robots, frames, iframes, scripts, or manually "refreshing" of pages, for the sole purpose of creating commissions. ANY ATTEMPTED FRAUD OR FRAUD WILL RESULT IN MEMBERSHIP TERMINATION AND VOIDED COMMISSIONS.

• You cannot refer yourself as a purchaser of any of our products and/or services and receive a commission. Sorry.

If you have any questions, please don't hesitate to let us know. We are strong believers in straight-forward and honest communication. For quickest results please email us at affiliate@simpanel.com. You can also reach us via phone, toll-free: (877) 674-6726.

Wishing you great success,

Appcentrix LLC..

AFFILIATE AGREEMENT

PLEASE READ THE ENTIRE AGREEMENT. 

YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND APPCENTRIX LLC. 

BY PARTICIPATING IN OUR AFFILIATE PROGRAM, YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.

1. Overview

This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in Appcentrix LLC.’s Affiliate Program. The purpose of this Agreement is to allow HTML linking between your web site and Appcentrix LLC. controlled web sites. Please note that throughout this Agreement, "we," "us," and "our" refer to Appcentrix LLC., and "you," "your," and "yours" refer to the affiliate.

2. Affiliate Obligations

2.1. Enrollment is by invitation only. If you wish to be considered as an affiliate, we invite you to contact us via email at affiliate@simpanel.com. Please include as much information as possible within your request, including the exact name and URL of your portal (Website, Social Networking etc.), a concise description of your portal, target audience, number of enrolled followers/friends/subscribers, and how you intend to market our products. We may approve or reject your application at our sole discretion. We may cancel your application if we determine that your site is unsuitable for our Program, including if it:

2.1.1. Promotes sexually explicit materials 

2.1.2. Promotes violence 

2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age

2.1.4. Promotes illegal activities 

2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law 

2.1.6. Includes "SIM-PANEL", "SIMPANEL", "APPCENTRIX" or variations or misspellings thereof in its domain name 

2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion. 

2.1.8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program. 

2.1.9. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are a Appcentrix LLC. run website or any other affiliated business.

2.2. As a member of Appcentrix LLC.'s Affiliate Program, you will have access to Affiliate Account Manager. Here you will be able to review our Program’s details and previously-published affiliate newsletters, download HTML code (that provides for links to web pages within Appcentrix LLC.'s web sites) and banner creatives, browse and get tracking codes for our coupons and deals. In order for us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each banner, text link, or other affiliate link we provide you with.

2.3. Appcentrix LLC. reserves the right, at any time, to review your placement and approve the use of your Links and require that you change the placement or use to comply with the guidelines provided to you.

2.4. The maintenance and the updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should, or could, enhance your performance.

2.5. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third party rights.

2.6 SELF REFERRALS: UNDER NO CIRCUMSTANCE SHALL A COMMISSION BE EARNED FOR A SALE MADE BY, OR IN THE NAME OF THE AFFILIATE, COMPANY OR ANY OTHER ENTITY THAT IN APPCENTRIX LLC.’S SOLE OPINION IS IN ANYWAY PERSONALLY CONNECTED TO THE AFFILIATE.   

2.7 You acknowledge your understanding that in order to track referrals and sales activity, cookies are utilized whereby once a referral visits our website as a result of clicking a link provided by the affiliate, a cookie is stored on the referral's computer for tracking purposes. The tracking cookie has a lifespan of 60 days. Therefore, IF THE COOKIE REMAINS AVAILABLE AND INTACT ON THE REFERRAL'S COMPUTER, and the referral completes the purchase of a qualifying product within 60 days, a commission may be earned by the most recent referring affiliate. If however, the referral has disabled or blocked cookie storage, or deletes the cookie, no tracking cookie will be available and therefore no tracking may take place, resulting in no sale recorded and no commission earned.  

2.8 We may in our sole discretion and at anytime, determine your website or social portal is not appropriately directed, useful and/or informative toward our target audience, resulting in termination of your participation in the Appcentrix LLC. Affiliate Program, or disapproval of application . 

3. Appcentrix LLC.’s Rights and Obligations

3.1. We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our web site are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Appcentrix LLC. Affiliate Program.

3.2. Appcentrix LLC. reserves the right to terminate this Agreement and your participation in the Appcentrix LLC. Affiliate Program immediately and without notice to you should you commit fraud in your use of the Appcentrix LLC. Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, Appcentrix LLC. shall not be liable to you for any commissions for such fraudulent sales.

3.3. This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated hereunder.

4. Termination

Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.

5. Modification

We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email, upon the next login to your Affiliate account, or both. Modifications may include, but are not limited to, changes in commission rates (notwithstanding already earned commissions prior to the change taking effect), payment procedures and Appcentrix LLC.’s Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in Appcentrix LLC.’s Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.

6. Payment

Approved referral commissions will be disbursed to the Paypal account currently attached to your account on a monthly basis, once the minimum payout limit as imposed on your Affiliate account is reached.   

7. Access to Affiliate Account Interface

You will create a password so that you may enter Appcentrix LLC..’s secure affiliate account interface. Once logged in you will be able to receive your reports that will describe our calculation of the commissions due to you.

8. Promotion Restrictions

8.1. You are free to promote your own web sites, but naturally any promotion that mentions SIM-PANEL could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by Appcentrix LLC., For example, advertising commonly referred to as "spamming" is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote Appcentrix LLC., its product, services and/or websites, so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote Appcentrix LLC., its product, services and/or websites so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from Appcentrix LLC. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the SIM-PANEL Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.

8.2. Affiliates that among other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such as simpanel.com, SIM-PANEL, www.simpanel, www.simpanel.com, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to re-directing it to ours, will be considered trademark violators, and will be banned from SIM-PANEL’s Affiliate Program. We will do everything possible to contact the affiliate prior to the ban. However, we reserve the right to expel any trademark violator from our affiliate program without prior notice, and on the first occurrence of such PPC bidding behavior.

8.3. Affiliates are not prohibited from keying in prospect’s information into the lead form as long as the prospects’ information is real and true, and these are valid leads (i.e. sincerely interested in Appcentrix LLC.’s products and services).

8.4. Affiliate shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited any of APPCENTRIX LLC.’s websites (i.e., no page from our site or any APPCENTRIX LLC. controlled or published content or branding is visible on the end-user’s screen). As used herein a. “Parasiteware™” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (c) set commission tracking cookies through loading of a APPCENTRIX LLC. controlled website site in IFrames, hidden links and automatic pop ups that open a APPCENTRIX LLC. controlled site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.

9. Grant of Licenses

9.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of Appcentrix LLC..'s Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Appcentrix LLC.. and the good will associated therewith will inure to the sole benefit of Appcentrix LLC..

9.2. Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.

10. Disclaimer

APPCENTRIX LLC. MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING APPCENTRIX LLC.’s PRODUCTS AND SERVICES AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF APPCENTRIX LLC.’s ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

11. Representations and Warranties

You represent and warrant that:

11.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;

11.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;

11.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.

12. Limitations of Liability

WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL APPCENTRIX LLC.’s CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.

13. Indemnification

You hereby agree to indemnify and hold harmless Appcentrix LLC., and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.

14. Confidentiality

All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.

15. Miscellaneous

15.1. You agree that 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 Appcentrix LLC.. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement that reasonably would contradict anything in this Section.

15.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.

15.3. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida without regard to the conflicts of laws and principles thereof.

15.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.

15.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.

15.6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.

15.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.