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 4400 Route 9 South, Suite 1000, Freehold, NJ 07728 (“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. or ADT Security Services Canada, Inc. (as applicable, “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:

1. “Referral Fee(s) ” shall mean the amount payable to Promoter (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 Promoter under this Agreement. Promoter shall obtain the Promotional Offer, which shall contain a specific ADT telephone number and Promotion Code, through ADTpays.com. The amount of the Referral Fee will be made known to the Promoter, upon written approval in accordance with Section 6 of this Agreement. Promoter is obligated to pay its own federal and/or state income or other tax on any moneys earned pursuant to this Agreement. Any Referral Fees due to Promoter hereunder shall be payable by ALTERNATE CHANNELS within thirty (30) days of ALTERNATE CHANNELS’ receipt of payment from ADT for such Completed Sale. No Referral Fees shall be payable to Promoter hereunder if a Lead does not call the specific ADT telephone number in the Promotional Offer obtained by Promoter through ADTpays.com.

2. “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) .

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

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

5. “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.

6. “Promotion Code” shall mean a unique series of numbers and/or letters that will be assigned by ALTERNATE CHANNELS to a specific Promoter for the purpose of tracking Leads and Completed Sales.

1. Promotions: ADT will be promoted by Promoter 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), Promoter will promote ADT to consumers in accordance with Section 3. Leads will respond in inbound calling to the specific ADT telephone number contained in the Promotional Offer (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 Promoter 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.

3. Specific Program Conditions:

1. In-Office/ Design Center / Showroom / Retail Location/ In-Home Lead Generation Programs. When Promoter, through its employees, is interacting with a customer in the Promoter’s office, design center/showroom/retail location or in the customer’s home to sell or install Promoter Services, Promoter may promote the ADT Promotional Offer for ADT Products and Services directly to the customer. ADT will provide Promoter, for Promoter’s use when making such referrals a toll free number in the Promotional Offer for the customer to inquire about, order, and purchase from ADT the ADT Products and Services covered by the ADT Promotional Offer. Promoter may provide prospective customers with information regarding various ADT Services during Promoter’s pre-set appointment or, at Promoter’s discretion, door to door sales of Promoter Services, at a customer’s home. If customer is interested in any ADT Products and Services, Promoter will facilitate a telephone call from the prospective customer to the ADT toll free number in the Promotional Offer 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 Promoter from providing prospective customers with information regarding various ADT Products and Services, Promoter shall cease providing same. Promoter 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. Promoter shall certify that all employees entering Promoter customer homes have successfully passed a criminal background check. Promoter 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 Promoter’s office, design center/showroom/retail location, or in the Promoter customer’s home and the Promoter 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.

2. Promoter Referral Program (“Promoter Referral Program”).
   1. Definition. The Promoter Referral Program is available for Promoters whom ALTERNATE CHANNELS and ADT, in their sole discretion, have accepted in writing into the Promoter Referral Program. The Promoter 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 Promoter through an Introductory Letter secured by Promoter from the ADTpays.com website; provided, that such local business becomes an Alternate Channels, LLC. Promoter bound by the terms of this Agreement, promoting the ADT Promotional Offer under the ADTpays.com website (“Referred Promoter”).
   2. Terms. In order to be eligible for the Promoter Referral Program Referral Fee from ALTERNATE CHANNELS, Promoter must:
      1. Be an active ALTERNATE CHANNELS’ Promoter under this Agreement and have been issued an individualized 6-digit code. Promoter will download an Introductory Letter of the ALTERNATE CHANNELS Promoter Program and HAND DELIVER ONLY the Introductory Letter when recruiting local businesses to become an ALTERNATE CHANNELS’ Promoter under the ADTpays.com website. Referred Promoters must be business entities (e.g., corporations, partnerships, or sole proprietorships), and not individuals. The Introductory Letter provided by Promoter to Referred Promoters must contain Promoter’s individualized 6-digit code for Promoter
      2. Referred Promoters must register with ALTERNATE CHANNELS at www.ADTpays.com using Promoter’s individualized 6-digit code. Promoter will only be eligible for Promoter Referral Program Referral Fees from ALTERNATE CHANNELS for Completed Sales resulting from referrals by Referred Promoters, referred by Promoter, who use Promoter’s individualized, 6-digit code when registering at www.ADTpays.com.
      3. 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’ Promoter Referral Program, Promoter shall be limited to the hand-distribution of such materials to Promoter’s respective contacts and Promoter 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. Promoter 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. Promoter understands its failure to adhere to this provision will, in ALTERNATE CHANNELS’ sole discretion, result in termination of Promoter’s Agreement with ALTERNATE CHANNELS.
   3. Promoter Referral Program Referral Fee. Promoter understands and agrees that the Promoter Referral Program Referral Fee is not earned until a Lead generated by the Referred Promoter, referred by Promoter, is generated through the ADTpays.com program and results in a Completed Sale. Upon a Completed Sale, Promoter shall be paid a Promoter Referral Program Referral Fee. The amount of the Promoter Referral Program Referral Fee will be made known to Promoter, upon written approval in accordance with Section 6 of the Agreement.
   4. Promoter Termination. Upon expiration of this Agreement or termination of this Agreement by Promoter or by ALTERNATE CHANNELS, with or without cause, Promoter shall cease the recruitment of any Referred Promoters. Promoter further agrees it will not be eligible for receipt of payment of Promoter Referral Program Referral Fees for any Completed Sales, resulting from any customer Leads generated by a Referred Promoter, referred by Promoter, occurring after the date of expiration or termination of this Agreement by Promoter or by ALTERNATE CHANNELS, with or without cause. Promoter will also not be eligible for receipt of payment of Promoter Referral Program Referral Fees upon expiration or termination by ALTERNATE CHANNELS, with or without cause, of the agreement between ALTERNATE CHANNELS and any Referred Promoter, referred by Promoter.
   5. ADT Property. All ADT promotional materials, including the Introductory Letter of the ALTERNATE CHANNELS Promoter Referral Program, supplied to Promoter through the www.ADTpays.com website remain 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.

3. Promoter Website Banner Program (“Promoter Website Banner” Program”)
   1. Definition. The Promoter Website Banner Program is only available for active Promoters under this Agreement who ALTERNATE CHANNELS and ADT, in their sole discretion, have accepted in writing into the Promoter Website Banner Program. Upon acceptance into the Promoter Website Banner Program, Promoter 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 Promoter’s publicly accessible website homepage and link it to an ALTERNATE CHANNELS’ hosted landing page for the purpose of having customer’s of Promoter who visit Promoter’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.
   2. Terms. The Promoter Website Banner Program is available for residential customer Leads generated as a direct result of a visit by a Promoter’s customer to the Promoter’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 Promoter Website Banner Program Referral Fee will be made known to the Promoter, upon written approval in accordance with Section 6 of this Agreement (“Promoter Website Banner Program Referral Fee”).
   3. Promoter Termination. Upon expiration of this Agreement or termination of this Agreement by Promoter or by ALTERNATE CHANNELS, with or without cause, Promoter shall immediately cease the use of and remove the ADT Promotional Offer banner from Promoter’s website. Promoter further agrees it will not be eligible for receipt of payment of Promoter Website Banner Program Referral Fees for any Completed Sales, resulting from any customer Leads generated from the ADT Promotional Offer banner on Promoter’s website, occurring after the date of expiration of this Agreement or termination of this Agreement by Promoter or by ALTERNATE CHANNELS, with or without cause.
   4. ADT Property. All ADT promotional materials, including the ADT Promotional Offer banner on Promoter’s website, supplied to Promoter through the www.ADTpays.com website remains the property of ADT. Promoter shall cease use of and remove the ADT Promotional Offer banner from Promoter’s website upon demand by ALTERNATE CHANNELS or ADT or upon expiration or termination of this Agreement by ALTERNATE CHANNELS, with or without cause.

4. Promoter Warranties. Promoter represents and warrants that:
   1. all persons employed by, or acting on behalf of Promoter are and shall be the employees and agents of Promoter and not of ALTERNATE CHANNELS or ADT. Promoter 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. Promoter understands and agrees that as an independent contractor engaged in its own business, Promoter’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, Promoter’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.
   2. Promoter acknowledges and agrees that it is not selling and shall not sell ADT products or services to homeowners in Promoter’s Design Center(s) or in its residential developments or other properties, and that Promoter 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 Promoter 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 Promoter for Programs managed by ALTERNATE CHANNELS.

6. Approval: ALTERNATE CHANNELS will approve Promoter’s online application and provide details of online Promoter 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 Promoter within fifteen (15) business days of request receipt (the “Approval Date”)

7. Tax Information: On the application to become a Promoter with ALTERNATE CHANNELS, Promoter will choose if they want Referral Fee checks made payable to “My Company” or “Me”:

1. MY COMPANY - When an applicant chooses "My Company", checks will be made payable to the duly incorporated corporation or validly formed Limited Liability Company listed on their application. The Promoter will be required to supply a valid tax identification number for “My Company”.

2. ME - When an applicant chooses "Me", they must provide a Social Security number for tax purposes.

1. You represent and warrant that the social security number or tax identification number you provide on your application is your accurate social security number or your company’s accurate tax identification number, as applicable, and you agree to timely file with the appropriate federal, state, local, foreign or other tax authorities all income and other tax returns required to be filed by you or your company, including, but not limited to, a Form 1099 provided by Alternate Channels, LLC for any commissions you receive during a calendar year in excess of Six Hundred Dollars ($600). You agree to indemnify, defend and hold harmless Alternate Channels, LLC, its members, managers, officers, agents, employees, successors and assigns from and against any losses, liabilities, damages, costs or expenses, including interest, penalties and attorneys' fees, based upon, arising out of or otherwise resulting from any inaccuracy or breach by you of any representations, warranties or obligations set forth herein, including, but not limited to, the foregoing representation and warranty..

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

9. Authority: Promoter agrees that Promoter’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. Promoter will not have the authority to change any offer or provisions of any offer without the prior written agreement of ALTERNATE CHANNELS and ADT. Promoter is not engaged in and shall not represent Promoter as being engaged in the sale of ADT Products and Services, only the promotion of ADT Products and Services.
   
   Promoter 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. Promoter shall not have the right or authority to create any obligation of any kind on behalf of ADT. In particular, Promoter 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 Promoter’s website (if such website use is specifically permitted) , including but not limited to framing or outlining such pages with Promoter’s logo, site name or other material. Promoter may not otherwise include or adopt the look and feel of ADT website.
   
   Promoter 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.
   
   Promoter 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. Promoter shall not compensate or charge in any manner end users on the basis of visits to the Promoter’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 Promoter. Promoter understands and agrees that Promoter’s status under this Agreement is that of an independent contractor of ALTERNATE CHANNELS and that Promoter’s status shall in no way be deemed to be that of a Promoter or employee of ALTERNATE CHANNELS or ADT. Therefore, in dealing with the public, Promoter shall at all times identify Promoter’s capacity as an independent contractor of ALTERNATE CHANNELS authorized only to present the ADT Promotional Offer to customers. At no time shall Promoter hold itself out as ADT or represent, in any fashion or nature whatsoever, that Promoter is ALTERNATE CHANNELS or ADT or a Promoter of ALTERNATE CHANNELS or ADT.
   
   All persons employed by, or acting on behalf of Promoter are and shall be the employees and Promoters of Promoter and not of ALTERNATE CHANNELS or ADT. Promoter shall be solely responsible for the acts, negligence and omissions of its employees and Promoters, and shall have sole responsibility for their supervision, direction and control. Promoter understands and agrees that as an independent contractor engaged in its own business, Promoter’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, Promoter’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.

10. 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 Promoter pertaining to ADT’s Equipment and Services with a response expected within fifteen (15) business days of receipt of said materials.
    
    In the event Promoter or ADT prepares promotional materials pertaining to ADT’s Equipment and Services containing Promoters trademark or trade name, Promoter 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, “Promoter Marks”) of Promoter as contained in the promotional materials prepared by Promoter or ADT, during the term hereof for purposes of ADT marketing, selling, installing and providing electronic alarm and security services to customers of Promoter.
    
    Upon demand, ALTERNATE CHANNELS may at any time in its sole discretion, require Promoter to immediately return all ADT’s Creative Materials. Promoter 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, Promoter shall immediately return all Creative Materials in Promoter’s possession to ALTERNATE CHANNELS.

11. 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’ Promoter 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. Promoter shall not in any way modify ADT Property without ADT’s advance written approval. ADT shall have the right to terminate Promoter’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 Promoter and Promoter expressly agrees to this right of termination.

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

13. Publicity: Promoter 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.

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

15. Indemnification: ALTERNATE CHANNELS agrees to indemnify, defend and hold harmless Promoter, 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. Promoter 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 Promoter duties or obligations set forth in this Agreement or with respect to any of the Promoter’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 Promoter.

16. Representation and Warranty: Promoter represents and warrants that (i) the performance of its obligations under this Agreement will be conducted in compliance with all applicable laws, rules and regulations and that they will be of a professional quality and will conform to generally accepted industry standards and practices; and (ii) neither its execution and delivery of this Agreement nor its performance of this Agreement is a violation on its part of any contract, indenture or other agreement or relationship to which it is a party or by which it is bound.

17. 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 Promoter’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, Promoter shall immediately cease any and all advertisement and promotion on behalf of ADT for ADT Equipment and Services. Promoter fully agrees to the above ALTERNATE CHANNELS’ rights to terminate Promoter, 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.

18. Contract Relationship: Promoter agrees with Alternate Channels that this ALTERNATE CHANNELS / Promoter Agreement is solely between Alternate Channels and Promoter; that any claims, disputes or lawsuits in any manner related to this Agreement or the relationship between ALTERNATE CHANNELS and Promoter shall be governed exclusively by this ALTERNATE CHANNELS/ Promoter Agreement; and that Promoter agrees not to institute any claims or litigation in any manner related to this Agreement or the relationship between ALTERNATE CHANNELS and Promoter against ADT Security Services, Inc., its parents, affiliates and subsidiaries. Promoter 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 Promoter; that Promoter shall have no rights, remedies or redress against ADT at law, equity or under this Agreement; and that Promoter 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 Promoter, including but not limited to Promoter’s indemnification of ADT and any disclaimers, limitations regarding damages and claims, or limitations of liability contained herein.

19. Jurisdiction: This Agreement is governed by the laws of New Jersey. Promoter 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 Promoter and to the use of this site.

20. 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 Promoter or expiration of this Agreement for any reason even though thereafter ALTERNATE CHANNELS or any other party may complete any transaction inaugurated by Promoter. ALTERNATE CHANNELS’ right of termination as provided herein is absolute and Promoter has considered the possibility of expenditures necessary for the performance of the terms of this Agreement and the possible loss or damages incident to Promoter in the event of expiration or termination by ALTERNATE CHANNELS, with or without cause, or termination by Promoter of this Agreement. It is hereby acknowledged and agreed that ALTERNATE CHANNELS shall not be liable to Promoter 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 Promoter of this Agreement or arrangement at any time and for any or no reason.
    1. Promoter 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 Promoter or anticipated profits or revenues of Promoter 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 Promoter or for any other reason, or arise from or relate to any other claim. In addition, Promoter 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 Promoter institutes legal process in breach of this section, Promoter 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.
    2. ALTERNATE CHANNELS and Promoter 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.
21. Assignment –This Agreement is personal to Promoter and Promoter 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 Promoter.

22. 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 Promoter thirty days prior notice of such modification by mail or e-mail. If Promoter objects to such modification, then Promoter’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 Promoter 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.

23. The parties hereto have expressly requested that this contract and all documents and notices contemplated thereby be drawn up in the English language. Les parties aux présentes ont expressément demandé que ce document et tous les documents et avis qui y sont envisagés soient rédigés en langue anglaise.