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.
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.