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:

a) “Completed Sale(s) ” shall be defined as Installed Sales from Lead(s) that has executed a standard ADT Subscriber Profile and Agreement for Companion Services Contract (Form 5142), or any other contract then authorized by ADT for use by ADT for the provision of ADT Companion Services to ADT customers (hereinafter referred to as the “ADT Companion Services Contract”), and the three (3) day right of rescission has expired, in response to a Promotional Offer containing ADT promotional material for ADT Companion Services, as obtained through ADThealthservices.com either via downloaded PDF or request of printed materials and made part of this Agreement (Contract Sales) ; (ii) the installation and activation of the ADT Companion Services system by customer, ADT or its authorized agent; and, (iii) receipt of the initial payment by Customer to ADT (Installed Sales)

b.) “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.

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.) “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 Companion 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 8 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.

f). “System” shall meanADT Companion Services electronic event detection equipment and monitoring services.

2. 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 5. 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.

3. Lead Generation: During the Term (as defined in this Agreement) , Agent will promote ADT to consumers in accordance with Section 5. 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.

4. Referral Fees: Agent understands and agrees that in promoting the ADT Promotional Offer, the payment of “referral fees” (as defined by any applicable Medicaid Regulations) to any organization or entity, which receives any federal funding under any Med Waiver/Medicaid funding source, including any employee of such organization or entity is strictly prohibited. Agent represents and warrants that Agent is not an organization, entity, or employee of such an organization or entity which receives any federal funding under any Med Waiver/Medicaid funding source as the payment of referral fees to such entities is strictly prohibited. Agent also represents and warrants that it shall inform all of its officers, directors, employees, agents and representatives of such prohibition.

A. Lead Generation Programs. When Agent, through its employees, is interacting with its consumer customers to sell or install Agent Services, Agent may promote the ADT Promotional Offer for ADT Companion Services directly to its customers. 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 Companion Services covered by the ADT Promotional Offer. Agent may provide its prospective customers with information regarding various ADT Services during Agent’s usual and customary method of customer sales interaction (in-office, in-store, in-home, etc.), but only in conjunction with the promotion of its own consumer products and services. If customer is interested in any ADT Companion 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 Companion 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 Companion Services, Agent shall cease providing same. Agent is not engaged in and shall not represent themselves as being engaged in the sale of ADT Companion Services, only the promotion of ADT Companion Services. Agent shall certify that all employees entering Agent customer homes have successfully passed a criminal background check. Agent utilizing the ADThealthservices.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 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, door hanging, hand placement in mailboxes, faxing, telemarketing or e-mailing of the ADT Promotional offer.

B. No Telemarketing, E-Mailing or Other Non-Approved Form of Distribution of the Introductory Letter. In utilizing the ADThealthservices.com website to order or to download other materials provided by ALTERNATE CHANNELS, Agent shall be limited to the hand-distribution of such materials to Agent’s current or prospective customers only and Agent may not engage in any other form of distribution of the materials 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 materials. 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.

C. ADT Property. All ADT promotional materials, provided by ALTERNATE CHANNELS, supplied to Agent through the www.ADThealthservices.com website or any other means 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 ADThealthservices.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 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 8 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.ADThealthservices.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.

6. 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.

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

8. 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”).

9. Compliance: Agent will comply with and perform all the terms and conditions listed in this Agreement. Agent agrees it does not have, nor has it ever had, a pre-existing business relationship with ADT.

10. Authority: Agent agrees that Agent’s authority under this Agreement shall be strictly limited to the advertisement and promotion of ADT Promotional Offers for ADT Companion Services. 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 any ADT Products or Services, only the promotion of ADT Companion 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 or ADT Companion 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 any ADT website or the website of any ADT Authorized Dealer, 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 any 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 and/or 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 and/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 and/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.

11. 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 any ADT Product or Service 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 any ADT Product or Service, which contains 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 ADT’s Products and Services to Agent’s customers.

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.

12. 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, in no way, modify any 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.

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

14. 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.

15. No Telemarketing Services: The Programs contemplated in this Agreement do not include any telemarketing services. Agent shall not and agrees that it 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.

16. 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’ 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.

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

18. 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.

19. 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 and hereby waives 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.

20. 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.

21. 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’ 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 neither ALTERNATE CHANNELS nor ADT 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). 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.

(ii). 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.

(iii). 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.

22. 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.

23. 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.