PLEASE READ THIS AGREEMENT CAREFULLY AS IT CONTAINS IMPORTANT INFORMATION REGARDING THE INDIVIDUAL REFERRAL AGENT’S LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED

INDIVIDUAL REFERRAL AGREEMENT

This individual referral agreement ("Agreement"), made and entered into this 02/07/2012 (the "Effective Date"), by and between AK SECURITY SOLUTIONS, a Michigan Limited Liability Company, with its principal place of business at 41570 Hayes Rd, Clinton Township, Mi 48038 ("AK SECURITY SOLUTIONS"), AND an individual whose name, address and contact details are noted on the electronically updated profile accompanying this web page ("IR Agent"), contains the complete terms and conditions that apply to the IR Agent’s participation in the AK SECURITY SOLUTIONS referral agent program . AK SECURITY SOLUTIONS & IR Agent are sometimes collectively referred to as "Parties" and singularly as "Party"

RECITALS

WHEREAS, AK SECURITY SOLUTIONS is certified to market and sell ADT products and services as an authorized retailer or marketer of such products and services (the “Business”); AND WHEREAS, IR Agent desires to provide certain marketing services to AK SECURITY SOLUTIONS as specified in this Agreement, and AK SECURITY SOLUTIONS desires to obtain these services on the terms and conditions herein provided; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and in consideration of the mutual promises contained in this Agreement, the parties hereto agree as follows:

DEFINITIONS
1. “Brand Products and Services” means the various products and services provided by AK SECURITY SOLUTIONS brand partners, as notified by AK SECURITY SOLUTIONS on its website from time to time.
2. “Installation” means such support services and actions as are required to ensure the proper functioning and use of the Brand Products after purchase and before first use by Customer, as defined below.
3. “Activation” means such support services and actions as are required to ensure the proper functioning and use of the Brand Services after purchase and before first use by Customer, as defined below.
4. "Sales Leads" means the sales leads generated by IR Agent for Brand Products and Services.
5. “Customer” means a Sales Lead who goes on to purchase Brand Products or Services and has these installed.
6. “Website”: Website shall mean www.ushomealarm.com.
7. “Services”: Services involve an IR Agent marketing Brand Products or Services, generating Sales Leads, completing a form on the Website where she/he indicates a person or entity as a Sales Lead of AK SECURITY SOLUTIONS.
8. “Referral Program”: The Referral Program is a marketing system, set out in this Agreement, which allows an IR Agent to become affiliated with AK SECURITY SOLUTIONS, to provide Services to AK SECURITY SOLUTIONS and help promote Brand Products & Services in an efficient way.
9. "Confidential Information" means the technical information and management information which are unknown to the public, can bring economic benefit to recipients, have practicability and are subject to the confidential measures adopted by the recipients. "Confidential Information" also means any information, including, but not limited to, trade secrets, business processes, manufacturing processes, business plans, inventions, techniques, data of any kind, drawings, customer lists, financial statements, sales data, proprietary business information of any sort, research or development projects or results, tests, and/or any non-public information which concerns the business, operations, ideas or plans of licensor conveyed to the licensee by any format or means including, but not limited to written, typed, magnetic, or orally transmitted. Confidential Information shall not include information that is known to the receiving Party at the time of disclosure, publicly known information, information independently developed by the non disclosing Party, or information approved for release upon a prior written consent of the disclosing Party.
10. "Intellectual Property Rights" means any and all now known or hereafter known tangible and intangible (i) rights associated with works of authorship, including but not limited to copyrights, moral rights, and rights in architectural and mask works; (ii) trademark, service mark, trade dress and trade name rights and similar rights; (iii) trade secret rights; (iv) patent, design, algorithm and other industrial property rights; (v) all other intellectual and industrial property rights (of every kind and nature throughout the universe and however designated), whether arising by operation of law, contract, license, or otherwise; and (vi) all registrations, applications, renewals, extensions, reversions, continuations, continuations-in-part, divisions or reissues thereof, whether now or hereafter in force, throughout the universe.
OBLIGATIONS OF IR AGENT
1. Services: During the Term, as defined below, IR Agent shall provide the Services in accordance with this Agreement.
2. Sales Personnel: IR Agent may allow only its employees (and not any other independent contractors, sub-agents or other parties) to perform the Services under this Agreement except with AK SECURITY SOLUTIONS’ prior written consent, which may be withheld in AK SECURITY SOLUTIONS’ discretion.
3. Potential Customer Information: Except as expressly mentioned in this Agreement, IR Agent shall not collect or maintain any information on Sales Leads. All Sales Leads shall be directed immediately to AK SECURITY SOLUTIONS’ online ordering form or to AK SECURITY SOLUTIONS’ dedicated call center, as applicable, where all customer information will be gathered and sales will be completed. Information about Sales Leads may be maintained by the IR Agent only if such information was gathered by the IR Agent for prior unrelated business transactions and was collected and continues to be maintained in accordance with applicable law.
OBLIGATIONS OF AK SECURITY SOLUTIONS
1. Customer Accounts: AK SECURITY SOLUTIONS will determine, in its sole discretion, whether to accept or reject any Sales Leads. AK SECURITY SOLUTIONS will have no obligation to IR Agent or any other third party for any Sales Leads rejected by AK SECURITY SOLUTIONS.
2. Product Sales: AK SECURITY SOLUTIONS will be responsible for completing all orders for Sales Leads generated through IR Agent’s efforts that purchase any Brand Products or Services. AK SECURITY SOLUTIONS will be responsible for collecting all revenue due from the applicable brand partners as a result of such purchases.
3. No Exclusivity Required Of AK SECURITY SOLUTIONS: : AK SECURITY SOLUTIONS may itself solicit Sales Leads from consumers, either directly, indirectly, or in conjunction with any third party, and may authorize parties other than IR Agent to act as its commissioned associates to solicit Sales Leads, for any compensation and upon any other terms as AK SECURITY SOLUTIONS may determine in its discretion. Such compensation and terms may differ from those provided IR Agent in this Agreement. IR Agent acknowledges that AK SECURITY SOLUTIONS and such other parties may compete with IR Agent in the solicitation of Sales Leads.
APPROVAL OF MARKETING MATERIALS REQUIRED
IR Agent shall not incorporate into its marketing materials or activities any concept, design or matter that would infringe upon any Intellectual Property Right of any third party except any of the same that has been approved in writing by AK SECURITY SOLUTIONS after full and complete disclosure by IR Agent of all material information pertaining thereto ("Approved Third Party Materials"). IR Agent shall comply in all respects with any conditions imposed on the use of Approved Third Party Materials, which may include, without limitation, marks and copyrighted materials. Any failure to do so will be a material breach hereof.
OBLIGATIONS OF AK SECURITY SOLUTIONS
The following rules of engagement are to be followed:
1. IR Agent is not allowed to bid upon or conduct targeted online marketing efforts on keywords related to ADT trademark, including but not limited to, www.adt.com domain or tracking URL, in pay per click search engine or through contextual advertising, including but not limited to, Google, Yahoo, and MSN. If the IR Agent violates this policy, the Agency will be terminated immediately without warning.
2. IR Agent who wants to bid on search engines for the purpose of this Referral Program must drive the traffic to their own URL as provided by www.ushomealarm.
3. Negative broad matches on the word "ADT" must not be applied to any pay per click activities IR Agent are conducting on the behalf of AK SECURITY SOLUTIONS.
4. Without reducing the general scope of the above, IR Agents specifically cannot do the following while using pay per click:
  1. "Exact" or "Broad" match bidding on the trademark term “ADT” and derivatives of its spelling.
  2. "Term Misspelling" bidding on the trademark term “ADT” and derivatives of its spelling.
  3. "Broad" match bidding on any combinations of that include the keyword terms ADT.
  4. "Phrase" matches bidding on the keyword term grouping “Protect America”.
  5. Bidding upon or targeting of the keyword ADT Alarm and derivatives of its spelling for other competitive offerings, such as ATD Alarm
  6. Contextual marketing efforts of any kind whatsoever focused or targeted through a keyword match on the keyword ADT and derivatives of its spelling.
  7. Attempts to cyber squat through the misspelling or use of ADT trademarks and their derivatives within URL strings and domain names.
  8. General terms such as “home security” or “home alarm” or any other word that does not include “ADT” are allowed and are thus exempt from these bidding restrictions
TERMS OF AK SECURITY SOLUTIONS’S OFFER TO SALES LEADS
1. The following terms governing the purchase of Brand Products & Services will be communicated by IR Agent to Sales Leads:
2. Form of payment by Customer shall be by credit card or electronic charge.
3. $99.00 will be charged by ADT at the time of installation as Customer Installation Charge.
4. A 36-Month Monitoring Agreement, between Customer & ADT shall be required. This Agreement will note monitoring charges of $35.99 per month ($1295.64).
5. Offer shall be valid for new ADT authorized dealer Customers only and not on purchases from ADT Security Services, Inc.
6. Offers shall apply only to homeowners.
7. This offer cannot be combined with any other offer.
8. Other rate plans are also available.
COMPENSATION
1. IR Agent will be paid each month, a commission for each Brand Products Installed for Customers generated through IR Agent’s efforts, within that month
2. IR Agent will be paid commissions for each Brand Services Activated for Customers generated through IR Agent’s efforts, next month following the Activation. Payment will be made on or before the 20th day of the month following the Activation.
3. All payments shall be made via check, direct deposit or PayPal.
4. The commission shall be calculated as follows:
  1. $150 for 1-24 Installations/Activations
  2. $175 for 25-99 Installations/Activations
  3. $200 for each Sale for 100+ Installations/Activations
OBLIGATIONS OF AK SECURITY SOLUTIONS
1. Reservation of Rights: IR Agent shall have no right to use any of AK SECURITY SOLUTIONS's Intellectual Property except as expressly and specifically permitted by AK SECURITY SOLUTIONS in writing. Any such permitted use shall not include the right to assign or sublicense except as expressly and specifically permitted by AK SECURITY SOLUTIONS in writing, and any permitted assignment or sublicense shall not include any right to further assign or sublicense except as expressly and specifically permitted by AK SECURITY SOLUTIONS in writing. All rights not expressly and specifically granted by AK SECURITY SOLUTIONS hereunder are expressly reserved.
  
  IR Agent has no right to use AK SECURITY SOLUTIONS's Intellectual Property in any of IR Agent's advertising, publicity or promotion, to express or imply any endorsement by AK SECURITY SOLUTIONS of IR Agent's Services, or in any other manner whatsoever except as expressly and specifically permitted by AK SECURITY SOLUTIONS in writing.
  
  IR Agent shall not represent itself as an AK SECURITY SOLUTIONS licensee, and no provision of this Agreement shall be construed as vesting in IR Agent any control whatsoever in AK SECURITY SOLUTIONS or its operations or any ownership interest in AK SECURITY SOLUTIONS's Intellectual Property.
2. Unauthorized Use, Infringement or Transfer IR Agent may not assign or sublicense any of its limited rights to use AK SECURITY SOLUTIONS's Intellectual Property to any person or entity without AK SECURITY SOLUTIONS's express and specific prior written consent. Any consent by AK SECURITY SOLUTIONS to one assignment or sublicense shall not constitute consent to a different or subsequent assignment or sublicense. AK SECURITY SOLUTIONS grants no rights other than the rights explicitly granted herein, and IR Agent shall not exceed the scope of its right to use AK SECURITY SOLUTIONS's Intellectual Property.
  IR Agent shall immediately advise AK SECURITY SOLUTIONS of all actual or suspected unauthorized uses of, and/or infringements upon, AK SECURITY SOLUTIONS's Intellectual Property of which it becomes aware. Any unauthorized use of AK SECURITY SOLUTIONS's Intellectual Property by IR Agent or any attempt by IR Agent to transfer, assign or sublicense its limited rights to AK SECURITY SOLUTIONS's Intellectual Property, other than as specifically provided herein, shall result in the immediate termination of such right and termination of this Agreement at the sole discretion of AK SECURITY SOLUTIONS. IR Agent acknowledges that an unauthorized use, assignment, sublicense or transfer of AK SECURITY SOLUTIONS's Intellectual Property could result in substantial and irreparable harm to AK SECURITY SOLUTIONS. Accordingly, IR Agent agrees that, in addition to other remedies that may be available to AK SECURITY SOLUTIONS at law, AK SECURITY SOLUTIONS will have the right to obtain equitable remedies for any breach of this Section by IR Agent, including without limitation, injunctive relief.
3. Asset of AK SECURITY SOLUTIONS: :IR Agent acknowledges and agrees that AK SECURITY SOLUTIONS's Intellectual Property is a valuable asset of AK SECURITY SOLUTIONS. IR Agent agrees that it shall not execute any documents or take any actions that could, directly or indirectly, have a negative impact on, or in any way impair the value of AK SECURITY SOLUTIONS’s Intellectual Property and/or AK SECURITY SOLUTIONS's ownership or use of AK SECURITY SOLUTIONS's Intellectual Property. IR Agent acknowledges and agrees that it has not acquired nor will acquire any right, title, interest or claim of ownership in any of AK SECURITY SOLUTIONS's Intellectual Property or goodwill (whether or not arising from use of AK SECURITY SOLUTIONS's Intellectual Property by IR Agent).
4. Third Party Marks: AK SECURITY SOLUTIONS presently has a limited right to use in the Business certain intellectual property, which may include the marks ("Third Party Marks") of certain third parties ("Third Party Mark Holders"). AK SECURITY SOLUTIONS will seek to obtain from such Third Party Mark Holders the permission to grant IR Agent a revocable limited right to use such Third Party Marks ("Third Party Mark Rights") as AK SECURITY SOLUTIONS believes is desirable for carrying out the Services under this Agreement. Notwithstanding the foregoing, however, IR Agent understands and agrees that (i) AK SECURITY SOLUTIONS cannot and does not guarantee that the Third Party Mark Holders will permit AK SECURITY SOLUTIONS to grant IR Agent Third Party Mark Rights; and (ii) if the Third Party Mark Holders permit AK SECURITY SOLUTIONS to grant IR Agent Third Party Mark Rights during the Term of this Agreement, the provisions of this Section with respect to AK SECURITY SOLUTIONS's Property shall apply equally to the Third Party Marks, subject to any additional or varying restrictions on the use of Third Party Mark Rights imposed by the Third Party Mark Holders.
TERM AND TERMINATION
1. The Term of this Agreement will begin upon the acceptance by AK SECURITY SOLUTIONS of the IR Agent clicking the “I AGREE” button below and will automatically renew every year. Either Party may terminate this Agreement at any time, without supplying a reason, through written notice to the other Party at the applicable address noted below.
2. Either Party may give notice to the other Party in writing of the notifying Party’s desire to renew the Agreement prior to its expiry.
3. At termination or expiry, any pending transactions open for service to Sales Leads generated by the IR Agent, will be processed by AK SECURITY SOLUTIONS.
4. Any funds that AK SECURITY SOLUTIONS hold for the IR Agent, will be set off against any sums due to AK SECURITY SOLUTIONS from the IR Agent, and be paid off to the IR Agent.
5. IR Agent may not seek termination of this Agreement as a means of evading responsibilities or disputes towards or with Sales Leads generated through the efforts of IR Agent. If pending disputes remain at termination, IR Agent authorizes AK SECURITY SOLUTIONS to hold funds that AK SECURITY SOLUTIONS hold for the IR Agent, for up to 180 days or further as required to protect AK SECURITY SOLUTIONS from sale reversals or customer disputes.
6. Upon the termination of this Agreement for any reason, IR Agent will immediately cease the use of and shall remove from IR Agent’s website, all Links to the Website, and all AK SECURITY SOLUTIONS trademarks, trade dress, and logos, and all other materials provided by or on behalf of AK SECURITY SOLUTIONS to IR Agent pursuant hereto or in connection with the Referral Program.
CONFIDENTIAL INFORMATION
Each Party agrees that it will keep confidential any and all Information it receives from the other Party, either orally, or in writing, whether in documentation or electronically, and will not disclose all or any part of such information to any third party. Each Party will use such Confidential Information only in pursuit of its duties under this Agreement for the term of this Agreement. Each Party shall take all reasonable precautions to prevent any unauthorized disclosure of Confidential Information by its staff, agents, or other representatives. Each Party shall promptly return all Confidential Information of the other Party, including any and all copies of such Confidential Information, upon the termination of this Agreement. In the event of any breach of this provision, the non-breaching Party will be entitled to any and all remedies available at law and/or in equity. The provisions of this section are in addition to any other rights provided under applicable law with respect to confidential or trade secret information and shall survive the expiration or termination of this Agreement.
INDEMNITY
1. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, NEITHER PARTY SHALL HAVE ANY OBLIGATIONS TO INDEMNIFY THE OTHER PARTY.
2. Indemnification By IR AgentIR AGENT AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS AK SECURITY SOLUTIONS AND ITS SHAREHOLDERS, OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, AND CONTRACTORS (INCLUDING THE THIRD PARTIES REFERENCES ABOVE), AGAINST ALL COSTS, EXPENSES, CLAIMS, DAMAGES, LIABILITIES, JUDGMENTS, ATTORNEYS’ FEES AND LOSSES INCURRED THROUGH CLAIMS OF THIRD PARTIES AGAINST AK SECURITY SOLUTIONS OR A AK SECURITY SOLUTIONS CONTRACTOR BASED ON OR ARISING OUT OF BREACH OF THIS AGREEMENT, OR THE BREACH OF ANY COVENANTS, REPRESENTATIONS AND WARRANTIES HEREIN, BY IR AGENT, INCLUDING BUT NOT LIMITED TO (I) INFRINGEMENT OR MISAPPROPRIATION BY IR AGENT OF ANY INTELLECTUAL PROPERTY RIGHTS INCLUDING THIRD PARTY MARKS; OR, (II) MISUSE BY IR AGENT OF AK SECURITY SOLUTIONS'S CONFIDENTIAL INFORMATION OR ANY OTHER CONFIDENTIAL INFORMATION OF A THIRD PARTY; OR, (III)CLAIMS THAT ORIGINATE FROM DEFECTS IN IR AGENT’S MARKETING METHODS OR DELIVERY OF SERVICES, WHETHER OR NOT LEADING UP TO A BREACH OF THIS AGREEMENT; AND (B) NEGLIGENCE, NON-COMPLIANCE OF THE PROVISIONS IN THIS AGREEMENT OR FAILURE TO PERFORM SERVICES AGREED UPON, ON THE PART OF IR AGENT. IN THE EVENT A THIRD PARTY CLAIM IS BROUGHT AGAINST AK SECURITY SOLUTIONS OR A AK SECURITY SOLUTIONS BRAND PARTNER, IR AGENT SHALL ENGAGE COUNSEL REASONABLY SATISFACTORY TO AK SECURITY SOLUTIONS OR SUCH BRAND PARTNER, PROVIDED THAT NO SETTLEMENT SHALL BE MADE WITHOUT AK SECURITY SOLUTIONS'S PRIOR WRITTEN CONSENT. IF IR AGENT FAILS OR REFUSES TO DEFEND ANY SUCH CLAIM, AK SECURITY SOLUTIONS OR SUCH BRAND PARTNER MAY ASSUME CONTROL OF THE DEFENSE AND IR AGENT SHALL INDEMNIFY AND HOLD HARMLESS AK SECURITY SOLUTIONS, SUCH BRAND PARTNER, AND ITS SHAREHOLDERS, OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES FOR ALL FEES, COSTS AND EXPENSES ASSOCIATED WITH OR ARISING FROM SUCH DEFENSE. AK SECURITY SOLUTIONS OR SUCH BRAND PARTNER WILL HAVE THE RIGHT TO SET OFF THE AMOUNT OF ANY INDEMNITY CLAIMS MADE IN GOOD FAITH BY AK SECURITY SOLUTIONS AGAINST ANY COMPENSATION THAT MAY BE OWED TO IR AGENT UNDER THIS AGREEMENT OR OTHERWISE.
3. Indemnification By AK SECURITY SOLUTIONS:AK SECURITY SOLUTIONS AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS IR AGENT AND ITS OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, AGAINST ALL COSTS, EXPENSES, AND LOSSES INCURRED THROUGH CLAIMS OF THIRD PARTIES AGAINST IR AGENT BASED ON OR ARISING OUT OF ANY BREACH OF THIS AGREEMENT, OR THE BREACH OF ANY COVENANTS, REPRESENTATIONS AND WARRANTIES HEREIN, BY AK SECURITY SOLUTIONS. IN THE EVENT A THIRD PARTY CLAIM IS BROUGHT AGAINST IR AGENT, AK SECURITY SOLUTIONS WILL ENGAGE COUNSEL REASONABLY SATISFACTORY TO IR AGENT. IF AK SECURITY SOLUTIONS FAILS OR REFUSES TO DEFEND ANY SUCH CLAIM, IR AGENT MAY ASSUME CONTROL OF THE DEFENSE AND AK SECURITY SOLUTIONS WILL INDEMNIFY AND HOLD HARMLESS IR AGENT AND ITS OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES FOR ALL COMMERCIALLY REASONABLE FEES, COSTS AND EXPENSES ASSOCIATED WITH OR ARISING FROM SUCH DEFENSE.
REPRESENTATION & WARRANTIES
EACH PARTY REPRESENTS AND WARRANTS TO THE OTHER THAT (A) IT HAS THE FULL POWER TO ENTER INTO THIS AGREEMENT AND TO PERFORM ITS OBLIGATIONS HEREUNDER, (B) THIS AGREEMENT CONSTITUTES A LEGAL, VALID AND BINDING OBLIGATION OF SUCH PARTY, ENFORCEABLE AGAINST SUCH PARTY IN ACCORDANCE WITH ITS TERMS, AND (C) THIS AGREEMENT DOES NOT CONTRAVENE, VIOLATE OR CONFLICT WITH ANY OTHER AGREEMENT OF SUCH PARTY.
RESERVATIONS
1. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES, AND EACH PARTY EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES IN CONNECTION WITH THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, ANY WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING OR TRADE USAGE, AND THEIR EQUIVALENTS UNDER THE LAWS OF ANY JURISDICTION.
2. b. EXCEPT AS SPECFICALLY ALLOWED IN THIS AGREEMENT, NEITHER PARTY WILL MAKE ANY CLAIMS, REPRESENTATIONS OR WARRANTIES ON BEHALF OF THE OTHER PARTY OR BIND THE OTHER PARTY. DURING THE TERM OF THIS AGREEMENT, NEITHER PARTY SHALL MAKE ANY PUBLIC STATEMENTS DISPARAGING THE OTHER PARTY’S TRADEMARKS, SOFTWARES OR SERVICES.
SURVIVAL OF REPRESENTATIONS AND WARRANTIES
THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT SHALL SURVIVE AND REMAIN IN FULL FORCE AND EFFECT FOR 12 MONTHS FROM THE DATE OF THIS AGREEMENT.
LIMITATION OF LIABILITY
1. EACH PARTY ACKNOWLEDGES THAT IT SHALL BE RESPONSIBLE FOR ANY LOSS, COST, DAMAGE, CLAIM, OR OTHER CHARGE THAT ARISES OUT OF OR IS CAUSED BY THE ACTIONS OF ITSELF OR ITS EMPLOYEES OR AGENTS. NO PARTY SHALL BE LIABLE FOR ANY LOSS, COST, DAMAGE, CLAIM, OR OTHER CHARGE THAT ARISES OUT OF OR IS CAUSED BY THE ACTIONS OF THE OTHER PARTY OR ITS EMPLOYEES OR AGENTS. JOINT AND SEVERAL LIABILITIES WILL NOT ATTACH TO THE PARTIES; NO PARTY IS RESPONSIBLE FOR THE ACTIONS OF ANY OTHER PARTY, BUT IS ONLY RESPONSIBLE FOR THOSE TASKS ASSIGNED TO IT AND TO WHICH IT AGREES IN THE AGREEMENT.
2. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, INCIDENTAL, OR INDIRECT DAMAGES, OR ANY DAMAGES FOR LOST DATA, BUSINESS INTERRUPTION, LOST PROFITS, LOST REVENUE OR LOST BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
3. WITHOUT FORGOING ON THE GENERALITY OF THE ABOVE, IN CASE ANY THIRD PARTY MAKES OR RAISES A CLAIM AGAINST AK SECURITY SOLUTIONS CAUSED BY THE ACTIONS OF IR AGENT OR ITS EMPLOYEES OR AGENTS, AK SECURITY SOLUTIONS WILL NOT BE LIABLE FOR THE SAME.
No Spam
IR Agent agrees not to use e-mail addresses of AK SECURITY SOLUTIONS customers to send unsolicited e-mails. IR Agent agrees not to use unsolicited e-mail, Usenet, message board postings, or similar methods of mass messaging (Spam) to generate Sales Leads. The use of spam to promote the Website or the Brand Products & Services will lead to immediate and permanent termination of this Agreement for cause. In addition, the IR Agent may be subject to State and Federal penalties and other legal consequences under applicable law.
Miscellaneous
1. Assignment: IR Agent shall not assign or delegate or otherwise transfer its rights or duties under this Agreement except with the prior written consent of AK SECURITY SOLUTIONS and in accordance with the provisions of this Agreement. Consent to such an assignment, delegation or transfer may be withheld by AK SECURITY SOLUTIONS for no reason or for any reason whatsoever. A sale, transfer or encumbrance by the owners of IR Agent, whether voluntarily, involuntarily or by operation of law, of twenty-five percent (25%) or more of the ownership of IR Agent, or the merger of IR Agent into or with any other third party or entity, shall be deemed to be an attempted transfer in violation of this provision. Any prohibited assignment will be void. AK SECURITY SOLUTIONS may assign, transfer, delegate or grant all or any part of its rights pursuant to this Agreement to any other third party or entity. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Parties hereto.
2. Severability: If any portion of this Agreement is held to be invalid, illegal or unenforceable, the Parties agree that such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of the remaining portions of this Agreement, and the parties shall seek in good faith to agree to substitute for the invalid provision a valid provision that most closely approximates the economic effect and intent of the invalid provision.
3. Relationship: The relationship between the parties shall at all times be that of independent contractors. No employment, partnership, agency or joint venture relationship is formed by this referral agreement and at no time may the IR Agent position itself as affiliated to AK SECURITY SOLUTIONS, except as an independent referrer. In view of this independent relationship the IR Agent shall not enter into any agreements on behalf of AK SECURITY SOLUTIONS, shall make no warranty either expressed or implied on behalf of AK SECURITY SOLUTIONS and shall not incur any expenses on behalf of AK SECURITY SOLUTIONS.
4. Governing Law: This Agreement will be governed, interpreted, and enforced by the Laws of the State of Michigan. Any dispute or controversy that the parties cannot amicably resolve will be brought to the exclusive jurisdiction of the State Courts in Michigan, USA or where AK SECURITY SOLUTIONS is then headquartered. Arbitration and mediation for unresolved disputes and controversies will take place in Clinton Township, Michigan. Both Parties accept that there would be mandatory arbitration or mediation prior to litigation and waive their rights to approach the courts directly, including where such waivers may be voided or excepted under law at the waiving Party’s option.
5. Notices: Any notice to be provided under this Agreement must be in writing and must be posted or delivered at the addresses or by facsimile, at the fax number/s as stated below. A notice will be considered as having been properly given, if posted, on the date of receipt; if sent by facsimile, when the sender receives the fax report back confirming receipt; if personally delivered, when the receiving Party confirms receipt back to the sending Party. A Party may from time to time change its address by written notice to the other Party.
6. Waiver, Discharge, Amendment, Etc: The failure of any Party hereto to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of any such provision, nor in any way to affect the validity of this Agreement or any part thereof or the right of the Party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Neither this Agreement nor any term hereof may be amended, waived, discharged or terminated, nor may any waiver, permit, consent or approval of any kind or character on the part of any Party be effective against such Party, other than by a written instrument signed by the Party against whom enforcement of such amendment, waiver, discharge, termination, permit, consent or approval is sought and expressly stating the extent to which such instrument shall be an amendment, waiver, discharge, termination, permit, consent or approval relating to this Agreement.
7. Entire Agreement: Unless otherwise set out, this Agreement constitutes the entire Agreement between the Parties relating to the subject matter herein and supersedes any and all prior Agreements, negotiations, representations and understandings whether written or oral between the Parties relating to its subject matter. This Agreement may not be modified in any manner except by a further written Agreement signed by each of the Parties.
8. Approvals and Consents: IR Agent shall obtain all necessary third party consents, releases of Liens or other approvals which may be necessary on the part of IR Agent to consummate this Agreement.
9. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any other person other than the Parties to this Agreement and their respective permitted successors and assigns, nor is anything in this Agreement intended to relieve or discharge any obligation of any third party to any Party hereto or give any third party any right of subrogation or action against any Party to this Agreement.
10. Section Headings: Titles and headings to Sections herein are inserted for convenience of reference only and are not intended to affect the meaning or interpretation of this Agreement. This Agreement shall be construed without regard to any presumption or other rule requiring construction hereof against the Party causing this Agreement to be drafted.
11. Pronouns: Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa.
12. Inconsistency: Unless otherwise expressly stated in such other document, if there is a conflict between the provisions of this Agreement and any document prepared pursuant to this Agreement from time to time, containing rules, procedures or articles that are binding upon the Party, this Agreement shall prevail.
13. Public Announcement: In the event any Party proposes to issue any press release or public announcement concerning any provisions of this Agreement or the transactions contemplated hereby, such Party shall so advise the other Parties hereto, and the Parties shall thereafter use all commercially reasonable efforts to cause a mutually agreeable release or announcement to be issued. Except as otherwise required by law or applicable stock exchange regulations, neither Party will publicly or privately disclose or divulge any provisions of this Agreement or the transactions contemplated hereby without the other Party's written consent.
14. Force Majeure: No Party shall be liable, in respect to any delay in completion of work hereunder or of the non-performance of any term or condition of this Agreement directly or indirectly resulting from delays by Acts of God; acts of the public enemy; strikes; lockouts; epidemic and riots; power failure; water shortage or adverse weather conditions; or other causes beyond the control of the Party. In the event of any of the foregoing, the time for performance shall be equitably and immediately adjusted, and in no event shall any Party be liable for any consequential or incidental damages from its performance or non-performance of any term or condition of this Agreement. The Parties shall resume the completion of work under this Agreement as soon as possible subsequent to any delay due to force majeure. Delays in performance, or failure to perform, by any Party in accordance with the terms of this Agreement shall not constitute a default hereunder or give rise to any claim for damages if and to the extent caused by occurrences beyond the control of the Party affected; lack of finances shall not be considered a cause beyond a Party’s control.
15. Counterparts: This Agreement may be executed in any number of counterparts, each of which shall be deemed as original and all of which together shall constitute one instrument.

Contact

For any further information or queries feel free to contact us on the phone number (586) 435-2320 or on the email info@ushomealarm.com IN WITNESS WHEREOF, IR Agent has selected the “I AGREE” checkbox below.