By Clicking on “I Agree”, you are entering into an agreement (the “Agreement”) between Alternate Channels, LLC, a New Jersey limited liability company, with offices located at 178 Hyde Park Road, Somerset, NJ 08873 (“Alternate Channels”) and the company designated in your online application (“Agent”) as of today’s date (the “Effective Date”) , subject to written approval and acceptance by Alternate Channels. During the term of this Agreement, Agent will provide certain Programs specified and approved by Alternate Channels and ADT Security Services, Inc. (“ADT”) in advance in writing in consideration for which Alternate Channels will pay Referral Fees to Agent under the terms and conditions of this Agreement which are as follows:

Definitions:

a) “Referral Fee(s) ” shall mean the amount payable to Agent (excluding any taxes) by ALTERNATE CHANNELS for each Completed Sale based on a consumer response to a Promotional Offer containing ADT promotional material for ADT Equipment and Services (“Promotional Offer”) delivered by Agent under this Agreement. The amount of the Referral Fee will be made known to the Agent, upon written approval in accordance with Section 6 of this Agreement. Agent is obligated to pay its own federal and/or state income or other tax on any moneys earned pursuant to this Agreement

b.) “Completed Sale(s) ” shall be defined as Installed Sales from Lead(s) that has: (i) executed a standard ADT Residential Services Contract (Form 5104) , and the three (3) day right of rescission has expired, or standard ADT Small Business Commercial Sales Agreement or any other Residential or Small Business Commercial Electronic Security Services Contract then authorized by ADT for use by ADT for the provision of Electronic Security Services to ADT residential/small business commercial customers (hereinafter referred to as the “ADT Residential Services Contract” or “ADT Small Business Commercial Sales Agreement”) in response to a Promotional Offer containing ADT promotional material for ADT Equipment and Services, as obtained through ADTpays.com either via downloaded PDF or request of printed materials and made part of this Agreement (Contract Sales) ; and (ii) the installation of the residential/small business commercial security system by ADT that includes the initial payment by Customer to ADT (Installed Sales) .

c.) “Programs” shall mean the advertising campaigns, approved in advance in writing by ADT and ALTERNATE CHANNELS, that Agent will perform, and deliverables, if any, which Agent will deliver.

d.) “Promotional Offer” shall mean the discount or rebate provided by ADT for the specific ADT product or service being sold by ADT.

e.) “Lead(s) ” shall mean consumers responding to a Promotional Offer from Programs by calling a specific ADT telephone number in the Promotional Offer, as set forth in this Agreement.

1.Promotions: ADT will be promoted by Agent in ADT advertising Programs for the purpose of generating sales Leads to be exclusively delivered to ADT through the promotion channel(s) set forth in Section 3. ADT will provide ALTERNATE CHANNELS with the offer available to the consumer directly from ADT. ADT may change the content, description of equipment and services and pricing at anytime in its sole discretion, but not prior to the expiration date of any current promotion, except earlier if ADT is required by law to make such change prior to the expiration date of any current promotion, as it may affect printed and electronic materials already distributed.

2.Lead Generation: During the Term (as defined in this Agreement) , Agent will promote ADT to consumers in accordance with Section 3. Leads will respond in inbound calling (prospect calls ADT inbound call center and requests appointment) .

ADT, in its sole discretion shall evaluate each Lead generated as a result of the marketing efforts and determine whether each Lead satisfies ADT’s credit and other requirements for the provisions of any ADT Products or Services. ADT’s negotiation, acceptance, or rejection of any ADT Customer contract shall, in each case, be within ADT’s sole discretion. Without limiting the generality of the foregoing, ADT reserves the right in its sole discretion to do any of the following (i) reject any contract proposed by any Lead; and (ii) negotiate, refuse to negotiate, or terminate or suspend negotiation of any contract with any Lead. Each Lead that is evaluated by ADT with respect to entering into a contract with ADT which becomes a Completed Sale shall be referred to herein as an “ADT Customer.” The names, addresses, telephone numbers and account numbers of ADT Customers, all contracts with ADT Customers, marketing research, marketing solicitation and advertising materials that have been created, developed for or by, or are acquired, by ADT are proprietary, owned by ADT and are to be considered and treated as trade secrets. All of the foregoing shall remain the exclusive property of ADT and shall not be used for any purpose or divulged by Agent to any third party, without the specific written consent of ALTERNATE CHANNELS and ADT, which may be granted or withheld by ALTERNATE CHANNELS AND ADT in their sole discretion. This provision shall not apply to the extent that such information is independently discernible or is in the public domain or the disclosure of such information is required by law. This provision shall survive termination of this Agreement.

A. In-Office/ Design Center / Showroom / Retail Location/ In-Home Lead Generation Programs. When Agent, through its employees, is interacting with a customer in the Agent’s office, design center/showroom/retail location or in the customer’s home to sell or install Agent Services, Agent may promote the ADT Promotional Offer for ADT Products and Services directly to the customer. ADT will provide Agent, for Agent’s use when making such referrals a toll free number for the customer to inquire about, order, and purchase from ADT the ADT Products and Services covered by the ADT Promotional Offer. Agent may provide prospective customers with information regarding various ADT Services during Agent’s pre-set appointment or, at Agent’s discretion, door to door sales of Agent Services, at a customer’s home. If customer is interested in any ADT Products and Services, Agent will facilitate a telephone call from the prospective customer to the ADT toll free number for customer to speak to an ADT call center operator who will offer the ADT Products and Services to customer (“Warm Transfer”) . The ADT call center operator will place the order on behalf of the customer. In the event of any licensing or other governmental requirements prohibiting Agent from providing prospective customers with information regarding various ADT Products and Services, Agent shall cease providing same. Agent is not engaged in and shall not represent themselves as being engaged in the sale of ADT Products and Services, only the promotion of ADT Products and Services. Agent shall certify that all employees entering Agent customer homes have successfully passed a criminal background check. Agent utilizing the ADTpays.com website to order material or download self-printable material containing the ADT Promotional offer shall be limited to the distribution of such materials to their respective customers in the Agent’s office, design center/showroom/retail location, or in the Agent customer’s home and the Agent shall not engage in any other form of distribution of the ADT Promotional offer, including but not limited to, not engaging in any form of internet advertising, doorhanging, hand placement in mailboxes, faxing, telemarketing or e-mailing of the ADT Promotional offer.

(i) . Definition. The Agent Referral Program is available for Agents whom ALTERNATE CHANNELS and ADT, in their sole discretion, have accepted in writing into the Agent Referral Program. The Agent Referral Program Referral Fee is available for Completed Sales resulting directly from residential customer Leads generated as a result of referrals by a local business recruited by the participating Agent through an Introductory Letter secured by Agent from the ADTpays.com website; provided, that such local business becomes an Alternate Channels, LLC. Agent bound by the terms of this Agreement, promoting the ADT Promotional Offer under the ADTpays.com website (“ Referred Agent ”) .

(ii) . Terms. In order to be eligible for the AgentReferral Program Referral Fee from ALTERNATE CHANNELS, Agent must:

a.) Be an active ALTERNATE CHANNELS ’ Agent under this Agreement and have been issued an individualized 6-digit code. Agent will download an Introductory Letter of the ALTERNATE CHANNELS Agent Program and HAND DELIVER ONLY the Introductory Letter when recruiting local businesses to become an ALTERNATE CHANNELS’ Agent under the ADTpays.com website. Referred Agents must be business entities (e.g., corporations, partnerships, or sole proprietorships) , and not individuals. The Introductory Letter provided by Agent to Referred Agents must contain Agent’s individualized 6-digit code for Agent to be eligible for the Agent Referral Program Referral Fee.

b.) Referred Agents must register with ALTERNATE CHANNELS at www.ADTpays.com using Agent’s individualized 6-digit code. Agent will only be eligible for Agent Referral Program Referral Fees from ALTERNATE CHANNELS for Completed Sales resulting from referrals by Referred Agents, referred by Agent, who use Agent’s individualized, 6-digit code when registering at www.ADTpays.com.

c.) No Telemarketing, E-Mailing or Other Non-Approved Form of Distribution of the Introductory Letter. In utilizing the ADTpays.com website to order or download the self-printable Introductory Letter provided in the ALTERNATE CHANNELS’ Agent Referral Program, Agent shall be limited to the hand-distribution of such materials to Agent’s respective contacts and Agent may not engage in any other form of distribution of the Introductory Letter or the content contained therein , including but not limited to, not engaging in any form of telemarketing, internet advertising, door hanging, hand placement in mailboxes, faxing or e-mailing of the Introductory Letter. Agent is expressly prohibited from making any outbound telemarketing calls, directly or indirectly, on behalf of ADT, or using any trademark, service mark, or trade name of ADT in any outbound telemarketing campaigns or outbound telemarketing activities. Agent understands its failure to adhere to this provision will, in ALTERNATE CHANNELS ’ sole discretion, result in termination of Agent’s Agreement with ALTERNATE CHANNELS .

(iii) . Agent Referral Program Referral Fee. Agent understands and agrees that the Agent Referral Program Referral Fee is not earned until a Lead generated by the Referred Agent , referred by Agent, is generated through the ADTpays.com program and results in a Completed Sale. Upon a Completed Sale, Agent shall be paid an Agent Referral Program Referral Fee. The amount of the Agent Referral Program Referral Fee will be made known to Agent, upon written approval in accordance with Section 6 of this Agreement (“Agent Referral Program Referral Fee”) .

(iv) . Agent Termination. Upon expiration of this Agreement or termination of this Agreement by Agent or by ALTERNATE CHANNELS, with or without cause, Agent shall cease the recruitment of any Referred Agents. Agent further agrees it will not be eligible for receipt of payment of Agent Referral Program Referral Fees for any Completed Sales, resulting from any customer Leads generated by a Referred Agent, referred by Agent, occurring after the date of expiration or termination of this Agreement by Agent or by ALTERNATE CHANNELS, with or without cause. Agent will also not be eligible for receipt of payment of Agent Referral Program Referral Fees upon expiration or termination by ALTERNATE CHANNELS , without or without cause, of the agreement between ALTERNATE CHANNELS and any Referred Agent, referred by Agent .

(v) . ADT Property. All ADT promotional materials, including the Introductory Letter of the ALTERNATE CHANNELS Agent Referral Program, supplied to Agent through the www.ADTpays.com website remains the property of ADT. This ADT Property must be returned to ALTERNATE CHANNELS or ADT upon demand by ALTERNATE CHANNELS or ADT or upon expiration or termination of this Agreement by ALTERNATE CHANNELS, with or without cause.

(i) . Definition. The Agent Website Banner Program is only available for active Agents under this Agreement who ALTERNATE CHANNELS and ADT, in their sole discretion, have accepted in writing into the Agent Website Banner Program. Upon acceptance into the Agent Website Banner Program, Agent may log into ADTpays.com and shall be provided with the functionality by ALTERNATE CHANNELS to place an ADT Promotional Offer HTML banner on the Agent’s publicly accessible website homepage and link it to an ALTERNATE CHANNELS’ hosted landing page for the purpose of having customer’s of Agent who visit Agent’s website respond to the ADT Promotional Offer banner by clicking on it and being linked to an ALTERNATE CHANNELS’ landing page with a specific ADT Promotional Offer 800 telephone number to call.

(ii) . Terms. The Agent Website Banner Program is available for residential customer Leads generated as a direct result of a visit by an Agent’s customer to the Agent’s website and the customer clicking on the ADT Promotional Offer banner and linking to the ALTERNATE CHANNELS’ landing page and such Lead becoming a Completed Sale. The amount of the Agent Website Banner Program Referral Fee will be made known to the Agent, upon written approval in accordance with Section 6 of this Agreement (“Agent Website Banner Program Referral Fee”) .

(iii) . Agent Termination. Upon expiration of this Agreement or termination of this Agreement by Agent or by ALTERNATE CHANNELS, with or without cause, Agent shall immediately cease the use of and remove the ADT Promotional Offer banner from Agent’s website. Agent further agrees it will not be eligible for receipt of payment of Agent Website Banner Program Referral Fees for any Completed Sales, resulting from any customer Leads generated from the ADT Promotional Offer banner on Agent’s website, occurring after the date of expiration of this Agreement or termination of this Agreement by Agent or by ALTERNATE CHANNELS, with or without cause.

(iv) . ADT Property. All ADT promotional materials, including the ADT Promotional Offer banner on Agent’s website, supplied to Agent through the www.ADTpays.com website remains the property of ADT. Agent shall cease use of and remove the ADT Promotional Offer banner from Agent’s website upon demand by ALTERNATE CHANNELS or ADT or upon expiration or termination of this Agreement by ALTERNATE CHANNELS, with or without cause.

D. Builder Benefits Program

(i) . Definition. The Builder Benefits Program is only available for active Agents under this Agreement who are engaged in residential construction or development and who ALTERNATE CHANNELS and ADT, in their sole discretion, have accepted into the Builder Benefits Program. Upon acceptance into the Builder Benefits Program, Agent may promote the ADT Promotional Offer in accordance with Section 3.A. In-Office/ Design Center / Showroom / Retail Location/ In-Home Lead Generation Programs, above, and the following:

(ii) Terms. The Builder Benefits Program Referral Fee is available for residential customer Leads generated as a direct result of Agent, at its sole cost and expense, promoting through the Agent’s sales representatives, the ADT Promotional Offer to potential ADT Customers at the Agent’s Design Centers or in the homes of Agent’s customers and securing Leads for acceptance by ADT through ADT’s National Sales Center. The amount of the Builder Benefits Program Referral Fee will be made known to the Agent, upon written approval in accordance with Section 6 of this Agreement (“Builder Benefits Program Referral Fee ”) .

(iii) Agent Responsibilities. Upon acceptance into the Builder Benefits Program, Agent shall:

(a) respond to general inquiries from potential customers about the ADT Promotional Offer. During the course of responding to the customer’s general inquiries with respect to the promotion of the ADT Promotional Offer Agent shall not make any guaranty, warranty, statement, representation or commitment concerning the ADT Promotional Offer, the ADT products and services contained therein or ADT that is not expressly contained in or supported by the published information and documentation supplied by ADT to Agent. Any specific queries received by Agent from a potential customer concerning the ADT Promotional Offer shall be responded to by Agent by referring the customer to the printed materials provided by ADT and/or to ADT’s National Sales Center 800 Telephone number.

(b) use reasonable business efforts to promote and secure Leads for the ADT Promotional Offer from its customers and potential customers, which efforts shall not be less than that used to promote any other home system or service in the Agent’s Design Center;

(c) use and distribute materials provided by ADT or ALTERNATE CHANNELS only in Agent’s Design Center for hand distribution by Agent, its employees and agents, to Agent’s customers and potential customers within such premises. Agent shall not engage in any other form of distribution of any such materials or any other matter relating to the ADT Promotional Offer or any ADT services, including but not limited to not engaging in any form of telemarketing, internet advertising, door hanging, hand placement in mailboxes, faxing or e-mailing of any such materials or matter. Agent is expressly prohibited from making any outbound telemarketing calls, directly or indirectly, on behalf of ADT, or using any trademark, service mark, or trade name of ADT in any outbound telemarketing campaigns or outbound telemarketing activities. Agent understands its failure to adhere to this provision will, in ALTERNATE CHANNELS ’ sole discretion, result in termination of Agent’s Agreement with ALTERNATE CHANNELS .

(d) provide potential customers with an ADT Customer Packet and such other documentation and information as may be specifically agreed upon by ADT and/or ALTERNATE CHANNELS with Agent;

(e) display the ADT Promotional Offer in the Agent’s Design Centers and advising potential customers seeking more information or desiring to pursue the ADT Promotional Offer to call the ADT National Sales Center on the Customer Direct Phone Line (defined as a toll-free 800 number printed in such brochure to be established, staffed, answered during ADT’s normal business hours for sales calls, which ADT may change from time to time) .

(f) provide and secure for ALTERNATE CHANNELS and ADT in writing and without the need for ALTERNATE CHANNELS or ADT to enter into any additional agreements of any nature with Agent and without the payment of any additional compensation by ALTERNATE CHANNELS or ADT to Agent, the full and unfettered rights (x) to promote the ADT Promotional Offer in the Agent’s Design Center(s) , and (y) of entry and continued access onto the residential developments and other properties of Agent in order for ADT to install and provide the ADT Promotional Offer products and services in the ADT Customer’s premises located in any of such development(s) properties.

(g) may generally promote the ADT Promotional Offer to the general public through public relations campaigns as approved in writing by ALTERNATE CHANNELS and ADT.

(iv) Agent Warranties. Agent represents and warrants that:

(a) all persons employed by, or acting on behalf of Agent are and shall be the employees and agents of Agent and not of ALTERNATE CHANNELS or ADT. Agent shall be solely responsible for the acts, negligence and omissions of its employees and agents, and shall have sole responsibility for their supervision, direction and control. Agent understands and agrees that as an independent contractor engaged in its own business, Agent’s employees are not, and shall never become eligible for, nor entitled to participate in, any plans or arrangements that ALTERNATE CHANNELS or ADT or any of their respective affiliates maintain for the benefit of their employees, including, without limitation, pension, profit sharing, health, welfare benefit or other fringe benefit plans, if any. Further, Agent’s employees are not entitled to worker’s compensation benefits from ALTERNATE CHANNELS OR ADT or any of their respective affiliates, and each such employee shall be obligated to pay their own federal and/or state income or other tax due in respect of any monies earned pursuant to this Agreement.

(b) Agent acknowledges and agrees that it is not selling and shall not sell ADT products or services to homeowners in Agent’s Design Center(s) or in its residential developments or other properties, and that Agent is providing and shall provide only promotional services on behalf of ALTERNATE CHANNELS and ADT.

4.Reporting: ALTERNATE CHANNELS will be responsible for receiving detailed weekly reports from ADT including number of Leads, Appointments, and Completed Sales by Phone Number and Promotion Code. ALTERNATE CHANNELS will provide such report to Agent within three (3) business days of receipt of same from ADT. ALTERNATE CHANNELS will be the single point of contact for all reporting for Programs between ALTERNATE CHANNELS and ADT.

5.Accounting: ALTERNATE CHANNELS will be the single point of contact for all Referral Fee payments to Agent for Programs managed by ALTERNATE CHANNELS.

6.Approval: ALTERNATE CHANNELS will approve Agent’s online application and provide details of online Agent applications to ADT for approval . Such approval may be withheld by Alternate Channels for any or no reason in its sole discretion. A response will be provided by ALTERNATE CHANNELS to Agent within fifteen (15) business days of request receipt (the “Approval Date”) .

7.Compliance: Agent will comply with and perform all the terms and conditions listed in this Agreement. Agent agrees it does not have a pre-existing business relationships with ADT.

8.Authority: Agent agrees that Agent’s authority under this Agreement shall be strictly limited to the advertisement and promotion on behalf of ADT of ADT Offers for ADT Equipment and Services set forth in the Promotional Offer. Agent will not have the authority to change any offer or provisions of any offer without the prior written agreement of ALTERNATE CHANNELS and ADT. Agent is not engaged in and shall not represent Agent as being engaged in the sale of ADT Products and Services, only the promotion of ADT Products and Services.

Agent shall not have the right or authority whatsoever to make any verbal or written representations, promises, conditions, inducements or warranties, express or implied, with regard to ADT Product or Services. Agent shall not have the right or authority to create any obligation of any kind on behalf of ADT. In particular, Agent shall not have the right or authority to enter into or modify any materials provided by ADT under this Agreement, nor include pages from ADT website for use on Agent’s website (if such website use is specifically permitted) , including but not limited to framing or outlining such pages with Agent’s logo, site name or other material. Agent may not otherwise include or adopt the look and feel of ADT website.

Agent will not include any material on their Web Sites (if such website use is specifically permitted) or other marketing materials that is obscene, pornographic, libelous, slanderous or defamatory.

Agent will not make payments or gifts (monetary or otherwise) to anyone for the purpose of wrongfully influencing decisions in favor of ADT, directly or indirectly. Agent shall not compensate or charge in any manner end users on the basis of visits to the Agent’s websites (if such website use is specifically permitted) .

Nothing contained in this Agreement shall be construed as creating a joint venture, partnership or employment or franchise relationship between ALTERNATE CHANNELS/ ADT and Agent. Agent understands and agrees that Agent’s status under this Agreement is that of an independent contractor of ALTERNATE CHANNELS and that Agent’s status shall in no way be deemed to be that of an agent or employee of ALTERNATE CHANNELS or ADT. Therefore, in dealing with the public, Agent shall at all times identify Agent’s capacity as an independent contractor of ALTERNATE CHANNELS authorized only to present the ADT Promotional Offer to customers. At no time shall Agent hold itself out as ADT or represent, in any fashion or nature whatsoever, that Agent is ALTERNATE CHANNELS or ADT or an agent of ALTERNATE CHANNELS or ADT.

All persons employed by, or acting on behalf of Agent are and shall be the employees and agents of Agent and not of ALTERNATE CHANNELS or ADT. Agent shall be solely responsible for the acts, negligence and omissions of its employees and agents, and shall have sole responsibility for their supervision, direction and control. Agent understands and agrees that as an independent contractor engaged in its own business, Agent’s employees are not, and shall never become eligible for, nor entitled to participate in, any plans or arrangements that ALTERNATE CHANNELS or ADT or any of their respective affiliates maintain for the benefit of their employees, including, without limitation, pension, profit sharing, health, welfare benefit or other fringe benefit plans, if any. Further, Agent’s employees are not entitled to worker’s compensation benefits from ALTERNATE CHANNELS OR ADT or any of their respective affiliates, and each such employee shall be obligated to pay their own federal and/or state income or other tax due in respect of any monies earned pursuant to this Agreement.

9. Creative Materials: ADT shall be responsible for supplying ALTERNATE CHANNELS with creative artwork and promotional offers ready for print to be used as buck-slips, bill inserts, Web banner promotions, and other marketing communications. Camera-ready and Web-ready artwork from ADT including logo shall be included in the marketing communications materials (“Creative Materials”) . ALTERNATE CHANNELS retains control over the creative execution of any marketing communications containing a Promotional Offer, subject to approval by ADT. ALTERNATE CHANNELS and ADT shall have the right to review, modify, and approve or object to any promotional materials prepared by Agent pertaining to ADT’s Equipment and Services with a response expected within fifteen (15) business days of receipt of said materials.

In the event Agent or ADT prepares promotional materials pertaining to ADT’s Equipment and Services containing Agents trademark or trade name, Agent hereby grants ALTERNATE CHANNELS and ADT a royalty–free license to use the trademarks, service marks, trade dress, logos, trade names and corporate names (collectively, “Agent Marks”) of Agent as contained in the promotional materials prepared by Agent or ADT, during the term hereof for purposes of ADT marketing, selling, installing and providing electronic alarm and security services to customers of Agent .

Upon demand, ALTERNATE CHANNELS may at any time in its sole discretion, require Agent to immediately return all ADT’s Creative Materials. Agent shall immediately comply with such request after receipt of demand therefor. In the event of termination of this Agreement or the Program for any or no reason, and without the need for a demand, Agent shall immediately return all Creative Materials in Agent’s possession to ALTERNATE CHANNELS.

10. Limited License: ADT has granted ALTERNATE CHANNELS a limited, non-exclusive, non-transferable license, through permission granted from ADT Services AG, Schaffhausen, Switzerland, the owner and licensor of the trademarks, to use and for Alternate Channels’ Agent to use the trademarks of ADT (collectively, “ADT Property”) solely as contained in the ADT Creative Materials that promote the Program during the Term of and solely for the purpose of participating in this Agreement. Agent shall not in any way modify ADT Property without ADT’s advance written approval. ADT shall have the right to terminate Agent’s right to use this limited license immediately for any or no reason and with or without cause and ALTERNATE CHANNELS or ADT shall immediately enforce such termination by way of seeking an injunction, if necessary, against Agent and Agent expressly agrees to this right of termination.

11. Keyword Search Engines: Agent will not use pay per click or any other financial purchase of Search Engine keyword placement

12. Publicity: Agent may not issue or release any press release, promotional material, announcement or other statement relating to this Agreement or the terms of this Agreement without the prior written consent of ALTERNATE CHANNELS and ADT, which consent shall be given or withheld by the exercise of ALTERNATE CHANNELS’ and ADT’S sole discretion.

13. No Telemarketing Services: The Programs contemplated in this Agreement do not include any telemarketing services. Agent will not make any outbound telemarketing calls, directly or indirectly, on behalf of ADT, and Agent will not reference ADT in any of Agent’s Programs or those of Agent products or services or use any trademark, service mark, or trade name of ADT in any outbound telemarketing campaigns or outbound telemarketing activities.

14. Indemnification: ALTERNATE CHANNELS agrees to indemnify, defend and hold harmless Agent, from any damages, claims, costs and expenses, including attorneys’ fees and other legal costs, in connection with any claims or actions arising in any way out of ALTERNATE CHANNELS’s duties or obligations set forth in this Agreement or with respect to any of ADT’s Products or Services, whether or not included in the Promotional Offers, including, but not limited to, consumer complaints or product liability claims. Agent agrees to indemnify, defend and hold harmless ALTERNATE CHANNELS and ADT from any damages, claims, costs and expenses, including attorneys’ fees and other legal costs, in connection with any claims or actions arising in any way out of Agent duties or obligations set forth in this Agreement or with respect to any of the Agent’s products or services, including, but not limited to, consumer complaints or product liability claims or in any manner related to any act or omission of Agent.

15. Warranty: Agent warrants that the Programs provided will be of a professional quality and will conform to generally accepted industry standards and practices.

16. Term and Termination: The term of this Agreement shall commence on the Approval Date and shall continue until this Agreement or the Program is terminated by ALTERNATE CHANNELS or ADT. ALTERNATE CHANNELS may terminate this Agreement or terminate Agent’s participation in a particular advertising Program at any time for any or no reason (with or without cause) , in its sole discretion. Upon termination of this Agreement for any or no reason, Agent shall immediately cease any and all advertisement and promotion on behalf of ADT for ADT Equipment and Services. Agent fully agrees to the above ALTERNATE CHANNELS’ rights to terminate Agent, this Agreement, or any Program. In no event will either party be liable for loss of any consequential, indirect, exemplary, special, or incidental damages, including any lost profits, arising from or relating to this Agreement or its breach.

17. Contract Relationship: Agent agrees with Alternate Channels that this ALTERNATE CHANNELS / Agent Agreement is solely between Alternate Channels and Agent; that any claims, disputes or lawsuits in any manner related to this Agreement or the relationship between ALTERNATE CHANNELS and Agent shall be governed exclusively by this ALTERNATE CHANNELS/ Agent Agreement; and that Agent agrees not to institute any claims or litigation in any manner related to this Agreement or the relationship between ALTERNATE CHANNELS and Agent against ADT Security Services, Inc., its parents, affiliates and subsidiaries. Agent expressly acknowledges and agrees that ADT is not a party to, but is an intended third party beneficiary of this Agreement and ADT has the benefit of all Alternate Channels rights, remedies and redress against Agent; that Agent shall have no rights, remedies or redress against ADT at law, equity or under this Agreement; and that Agent will not assert a defense based upon lack of privity against ADT in the event ADT seeks to enforce its third party beneficiary rights hereunder against Agent, including but not limited to Agent’s indemnification of ADT and any disclaimers, limitations regarding damages and claims, or limitations of liability contained herein.

18. Jurisdiction: This Agreement is governed by the laws of New Jersey. Agent hereby consents to the exclusive jurisdiction and venue of courts in Somerset County, New Jersey, in all disputes arising out of or relating to the Agreement between Alternate Channels and Agent and to the use of this site.

19. Limitation Regarding Damages and Claims: Notwithstanding anything to the contrary contained in this Agreement, ALTERNATE CHANNELS shall not be liable in any manner whatsoever on account of termination by ALTERNATE CHANNELS , with or without cause, or termination by Agent or expiration of this Agreement for any reason even though thereafter ALTERNATE CHANNELS or any other party may complete any transaction inaugurated by Agent. ALTERNATE CHANNELS’s right of termination as provided herein is absolute and Agent has considered the possibility of expenditures necessary for the performance of the terms of this Agreement and the possible loss or damages incident to Agent in the event of expiration or termination by ALTERNATE CHANNELS, with or without cause, or termination by Agent of this Agreement. It is hereby acknowledged and agreed that ALTERNATE CHANNELS shall not be liable to Agent for damages in any form or of any kind that arise from or are related to the expiration or termination by ALTERNATE CHANNELS, with or without cause, or termination by Agent of this Agreement or arrangement at any time and for any or no reason.

(i) .Agent hereby waives, abandons, disclaims, forbears, relinquishes, forfeits, surrenders and agrees not to assert against ALTERNATE CHANNELS, or its affiliates, any claim ( expressly including any claim for the breach of the implied contractual duty of good faith and fair dealing) , cross-claim or counterclaim, or other claim for any compensation or damages whatsoever, whether based on goodwill established, customers created, expenditures incurred or investments made by Agent or anticipated profits or revenues of Agent related to this Agreement or for any direct damages, special damages, indirect damages, incidental damages, consequential damages and/or punitive damages which arise from or relate to the expiration or termination of this Agreement by ALTERNATE CHANNELS, with or without cause, or termination by Agent or for any other reason, or arise from or relate to any other claim. In addition, Agent hereby knowingly waives and relinquishes any right to seek equitable relief, which may relate in any way to the termination or expiration of this Agreement. In the event Agent institutes legal process in breach of this section, Agent shall pay ALTERNATE CHANNELS on demand all legal fees, costs and expenses, both for in-house corporate and outside counsel in responding to such legal process.

(ii) . ALTERNATE CHANNELS and Agent hereby waive, abandon, disclaim, forbear, relinquish, forfeit, surrender and agree not to assert against one another any claim for breach of the implied contractual duty of good faith and fair dealing and/or punitive damages based upon any act(s) which arises from or is related to this Agreement.

20. Assignment –This Agreement is personal to Agent and Agent may not assign or delegate any of its rights or obligations hereunder. This Agreement may be assigned by ALTERNATE CHANNELS to any third party at any time without notice to or the consent of Agent.

21. Entire Agreement: This Agreement represents the entire Agreement between the parties and supersedes any prior oral or written agreement. ALTERNATE CHANNELS may modify this Agreement in its sole discretion by giving Agent thirty days prior notice of such modification by mail or e-mail. If Agent objects to such modification, then Agent’s only remedy shall be to terminate this Agreement without liability to either party or the modification shall be deemed effective upon the expiration of the 30 day notice. If Agent fails to object to such the modified Agreement, then the Agreement as modified will be effective as of the expiration of the 30 day notice and shall supersede all prior versions of the Agreement.