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IMPORTANT, PLEASE READ THIS AGENT AGREEMENT AND DISCLAIMER CAREFULLY. USE OF ANY OF Butler Networks SERVICES ARE CONDITIONAL UPON YOUR AGREEMENT WITH THE FOLLOWING TERMS AND CONDITIONS. BY USING, REFERRING TO, OR DISPLAYING Butler Networks SERVICES, YOU ARE AGREEING TO BE BOUND BY THESE TERMS AND CONDITIONS.
GENERAL Butler Networks accepts the individual or entity named above ("Agent") subject to the terms and conditions stated herein. Agent agrees to be bound by all of the terms and conditions in the Agreement. Butler Networks reserves the right to alter its product offerings at any time.
REQUIREMENTS Agent agrees to offer for referral and promote the services provided by Butler Networks, provide display space for these products and services in its place of business as well as provide a link on the Agent's web site to Butler Networks.
COMMISSIONS Butler Networks agrees to pay a commission to Agent when customer has paid first months installation and equipment charges. Commissions then we be paid the following month. All commissions fees are shown on Addendum A. Agent must bring any commission amount issues to our attention within 60 days of the period in question.
CUSTOMER PAYMENTS TO AGENT Agent shall not charge Butler Networks customers or potential customers any application or other fees in connection with its referral of business to Butler Networks. Agent is not prohibited from collecting fees for its services in the ordinary course of its business from Butler Networks customers or potential customers so long as they relate to separate value provided.
CHANGE OF SERVICES Butler Networks may change the nature or a price of its services offered from time to time and is under no obligation to maintain any specific level of service.
PROVISION OF SERVICE Agent acknowledges the uncertainties surrounding the technology known as the Internet. Butler Networks is not responsible for interruptions in service, which may occur from time to time and makes no warranty, either express or implied, regarding the service provided to Agent or its customers. All such warranties are expressly excluded. In all cases and for whatever reasons, Agent's sole remedy will be a right to terminate this agreement.
LIMITATION OF LIABILITY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL Butler Networks, ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE) ARISING OUT OF THE USE OF, RELIANCE UPON, OR INABILITY TO USE ANY OF THE SERVICES PROVIDED BY Butler Networks EVEN IF Butler Networks OR ITS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
HOLD HARMLESS AND INDEMNIFICATION Agent jointly and severally agrees to indemnify and save harmless Butler Networks and its successors and assigns from any claim, action, liability, loss, damage or suit arising from the provision to Agent or its customers of any services provided by Butler Networks or any reports or data of any kind collected, made available for download and/or stored by Butler Networks on behalf of the Agent or its customers. Where any such claim is asserted, Agent shall provide Butler Networks with reasonably timely notice of same in writing. Thereafter, Agent shall at its own expense defend, protect and save harmless Butler Networks against said claim or any loss or liability resulting therefrom. Should Agent fail to so defend, in such case, Butler Networks shall have full rights to defend, pay or settle said claim on their own behalf without notice to Agent for all fees, costs, and payments made or agreed to be paid to discharge said claim. Agent Agrees to pay all reasonable attorney's fees necessary to enforce said indemnification.
CHANGES IN TECHNOLOGY Agent acknowledges that the provision of services by Butler Networks is subject to a rapidly changing technological environment. Butler Networks makes no warranty as to the continuing validity of any encryption technology which it utilizes in providing its services and Agent agrees that Butler Networks will not be held liable for security breaches and or damages therefrom.
TERM This Agreement shall remain in effect for one (1) year. Should Agent, in the absence of any termination by Butler Networks, fail to refer any Customers to Butler Networks for a period of six consecutive months or should the total number of referrals remain at less than 10 for six consecutive months then the Agreement shall be considered as terminated. This agreement is not exclusive and does not allow you sole-distributorship in your town or area.
MISCELLANEOUS This agreement is to be governed by applicable federal laws, and the laws and regulations of the State of Tennessee. If any provision of this document is declared to be illegal or in conflict with any law or regulation, that provision may be deleted or modified, without affecting the validity of the remainder of the Agreement. Notices to you shall be deemed given if sent to a valid email address provided to us by you. Notices to us shall be deemed received in a similar manner. The terms of this Agreement shall survive the termination of service. Nothing contained herein shall be deemed to limit Butler Networks ability to market and solicit sales of Butler Networks Services directly, through other representatives, affillatee, distributors and dealers and through any other channel of distribution at any time in any area, as Butler Networks may determine in its sole discretion.
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