PREFERRED PROVIDER AGREEMENT THIS INTERNET AGREEMENT (the “Agreement”) is made between American Disability Installations L.L.C., a Michigan Corporation (“A.D.I.”) and the undersigned preferred provider (“Provider”). In consideration of the mutual promises and covenants contained in this Agreement, the parties hereto agree as follows: 1. Marketing. A.D.I. shall use its diligent efforts to provide marketing of the “Independence Program” through multiple sources (Direct Sales, Press, Industry related Shows, Internet, etc…) to gain consumers of the industry related services and products as provided on our website. Helping “providers” increase business in the target markets of the elderly and disabled through advertising and referrals are the main objective. The Internet-related listing available to “Providers” is strictly a bonus to the program; most referrals will come via direct sales from the professional alliances and funding source purchases. 2. Payment. “Provider” shall pay the annual fee per county (multiple county discounts available) set forth as described on page one of “Become a Preferred Provider” Payment and Terms (or supply 5 customers to A.D.I.), due and payable as indicated therein at the time of sign up. Your account will automatically renew in 1 year and a day. All internet listings will be placed within 48 hrs of sign up. No referrals will commence until payment in full has been received. 3. Indemnity. “Provider” shall at all times defend, indemnify and hold harmless “A.D.I.” and its officers, directors, shareholders, employees, accountants, attorneys, agents, affiliates, subsidiaries, successors, and assigns from and against any and all third-party claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses, arising from, or related to, the type of or number of referrals sent to “provider”, or content of “Provider’s” listing served by A.D.I. pursuant to this Agreement and/or any materials to which users can link through those listings. 4. Limitation of Liability (a) UNDER NO CIRCUMSTANCES SHALL “A.D.I.” BE LIABLE TO “PROVIDER” OR ANY THIRD PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, COSTS OF DELAY, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE. (b) “A.D.I.” DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, INCLUDING ANY REGARDING MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSES, SUITABILITY, COMPLIANCE WITH LAWS, QUALITY, OR OTHERWISE, WITH RESPECT TO THE A.D.I. WEB SITE. (c) IN NO EVENT SHALL “A.D.I.” BE LIABLE IN ANY WAY FOR AN AMOUNT GREATER THAN THE PAYMENT OWED TO “A.D.I.” UNDER SECTION 2 ABOVE. (d) A.D.I. WOULD NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR THE LIMITATIONS CONTAINED IN THIS SECTION 4. 5. Counterparts and Facsimile Signatures. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which together shall constitute a single instrument. Payment, Original Signatures or Facsimile signatures are acceptable and deemed original signatures. 6. Intellectual Property Rights. Neither party will acquire any ownership interest in each other’s intellectual property. “A.D.I.” shall have the right to place “Provider’s” logo, trade name and trademark on any advertising from “Provider” and to otherwise use such items in connection with the purposes of this Agreement. 7. Force Majeure. Neither “A.D.I.” nor “Provider” shall be liable to the other for any failure or delay in its performance due to any cause beyond its control, including acts of war, acts of God, earthquake, riot, sabotage, labor shortage or dispute, Internet interruption, government acts, and other similar events. 8. Termination. American Disability Installations, LLC reserves the right to cancel “Preferred Provider Agreement” at any time for any reason and discontinue their listing. American Disability Installations, LLC will notify “Provider” at the time of termination. “Provider” may cancel listing at any time. Notification and requests for refund must be submitted in writing 30 days prior. Advertiser will be charged an early termination fee of $25 PER COUNTY and unused months will be pro-rated at 1/12 annual fee. 9. Miscellaneous. The annual county maintenance fee is subject to change without written notice to a maximum 25% increase per year. This Agreement constitutes and contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous oral or written agreements. Each party acknowledges and agrees that the other has not made any representations, warranties or agreements of any kind, except as expressly set forth herein. American Disability Installations has the right to modify or amend this agreement without written notice. This Agreement may be executed in counterparts each of which shall be deemed an original and all such counterparts shall constitute one and the same agreement. This Agreement will be deemed entered into in Michigan and will be governed by and interpreted in accordance with the laws of the State of Michigan, excluding that body of law known as conflicts of law. The parties agree that any dispute arising under this Agreement will be resolved solely through confidential binding arbitration in Mt. Clemens, Michigan before one arbitrator selected by the American Arbitration Association in accordance with its rules. In the event of any dispute, each party shall bear its own attorneys fees, expert witness fees, and ½ of the arbitrator fees. The provisions of this Agreement relating to payment of any fees or other amounts owed, indemnification, confidentiality, limitations of liability and intellectual property shall survive any termination or expiration of this Agreement. The terms of this Agreement are the confidential information of Publisher. This Agreement has been negotiated and drafted by both parties, with counsel from both parties reviewing the document. The language in this Agreement shall be construed as to its fair meaning and not strictly for or against either party.
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