Street, Quincy, MA 02170
ALARM DEALER AGREEMENT is entered into, by and between
Smart-Link Radio, Inc., a Nevada Corporation (hereinafter
referred to as "Company") and the undersigned Dealer (hereinafter
referred to as "Dealer").
1. The Dealer is engaged in the business of equipping, furnishing and
installing alarm protective devices and intends to enter into agreements
with his customer (hereinafter called "the Subscribers") for
the Company to provide long range radio services for said installed devices
as outlined in the current published Fee Schedule. Dealer will provide
to Company, in writing, the services to be provided to each individual
Subscriber before Company acceptance of Subscriber, on a form signed by
the Subscriber and acceptable to the Company. Dealer shall provide Company,
subscriber name, address and phone number and all data requested on the
Communications Agreement to be signed by Subscriber, Dealer and Company.
Dealer will also provide the name of the Central Station the signal should
be sent to.
2. The Company agrees to provide the Communications services set forth
in current published Fee Schedule for the fees designated. Each contract
between Dealer/Subscriber shall be for a period of one year or more. The
fees paid to the Company for each Subscriber, shall be those listed on
current Fee Schedule. Fees will be paid to Company by Dealer, in advance,
as determined by Dealer/Subscriber contract for service requested. To
insure continued service to the Subscriber by the Company all fees for
the new billing period must be received by the Company no later than ten
(10) days from start of the billing period. The renewal period shall also
be for a period of one year. The Company takes no responsibility to continue
services to Subscriber for monies collected from Subscriber and not paid
to Company. Fees for the renewal period shall be those in effect at the
time of renewal. It is the responsibility of the Dealer to notify the
Company of the cancellation of a subscriber and show that the subscriber
has been informed of the cancellation. Dealer shall be responsible to
remove or disable the Subscriber's radio, if requested by Company. If
such devices are not removed and verified by the Subscriber then the Dealer
shall remain responsible for the payment of such Subscriber even if the
subscriber has been canceled.
3. The agreement to any Subscriber shall become effective only (a) when
the Company has received a completed Communications Agreement signed by
such Subscriber in a form acceptable to the Company and the Company has
accepted payment of the fee to be paid for services to be provided to
such Subscriber and (b) when the Dealer has sent an acceptable test signal
on the radio equipment provided by the Dealer for such Subscriber for
each condition which it is proposed to be sent to Company for such Subscriber
and said test signals have been received and acknowledged by the Company
as acceptable. Company reserves the right to reject any Subscriber that
fails the minimum requirements set fourth by Company.
4. Any fees paid by the Dealer for services to a Subscriber shall not
5. The Company and the Dealer agree that the Company's sole and only obligation
under this agreement and/or under any agreement between the Subscriber
and the Dealer shall be to communicate signals received by means of the
protective system and to send the signals to the appropriate central station.
The Company, upon receipt of a signal from a Subscriber's location shall
make every reasonable effort to transmit notification of the alarm promptly
to the appropriate central station.
6. It is understood that the Company owns none of the radios or alarm
protective equipment in the Subscriber's location and has no responsibility
for the condition and/or the functioning thereof and that maintenance,
repair, service, replacement or insurance of the alarm protective equipment
are not the obligation or responsibility of the Company.
7. This agreement may be suspended, at the Company's option, as to any
Subscriber should the protective equipment on the premises of such Subscriber
becomes so disabled or so substantially damaged that further service to
such Subscriber is impractical. The Company assumes no liability for delay
in installation of the system, or interruption of service due to strikes,
riots, floods, fires, acts of God, or any causes beyond the control of
the Company. The Company will not be required to supply services to the
Subscriber while interruption of service due to any such cause shall continue.
8. The Company shall not be liable for any loss or damage caused by defects
or deficiencies in the protective equipment or any subscriber, nor shall
the Company incur any liability for any delay in response time or not-response
of authorities or individuals notified by the Company.
9. a. The company shall not be responsible for interruption in service
due to any telephone or service failure.
b. The Company shall not be responsible for interruption in service due
to the loss of long-range signals whether due to weather conditions or
any other causes of loss of signal. It is impossible for the Company to
control the many factors that make up long-range wireless service.
c. The Company shall not be responsible for the loss of any signal due
to mechanical failure whether at the Subscribers site, the telephone system,
tower site, or with the electromechanical system at the Company site.
It is agreed and understood that there are many factors that make up the
sending of an emergency signal to the Company and that Company will endeavor
to do its part to have any problems corrected as soon as possible.
10. The Company hereby disclaims all warranties, expressed or implied,
including those of merchantability or fitness that its services will avert,
deter or prevent any loss which monitoring might alleviate or mitigate.
11. The Dealer agrees to pay for any licenses and all sales, use or business
taxes, or fees and/or fines imposed by municipal, state and/or Federal
authorities in connection with the services to be performed by the Company
and the Dealer agrees to hold the Company harmless from, and to indemnify
it against, any claims for the foregoing.
12. It is understood and agreed by the parties hereto that the Company
is not an insurer and that insurance, if any, covering personal injury
and property loss of damage on any Subscriber's premises shall be obtained
by the Subscriber or the Dealer, that the Company is being paid to communicate
a radio signal designed to reduce certain risks of loss and that the amounts
being charged by the Company are not sufficient to guarantee that no loss
will occur; that the Company is not assuming responsibility for any losses
which may occur even if due to Company's negligent performance or failure
to perform any obligations under this agreement. Since it is impractical
and extremely difficult to fix actual damages which may arise due to the
failure of services provided, if, notwithstanding the above provisions,
there should arise any liability on the part of the Company, such liability
shall be limited to an amount equal to one-half the annual service charge
provided in any agreement between the Dealer and Subscriber or $250.00,
whichever is greater. This sum shall be complete and exclusive and shall
be paid and received as liquidated damages and not as a penalty.
The Dealer agrees to and shall indemnify and save harmless the Company,
its employees and agents, or nominees, for and against all third party
claims, lawsuits and losses alleged to be caused by Company's performance,
negligent performance or failure to perform its obligations under this
agreement or under the law governing its performance.
13. It is understood and agreed by and between the parties hereto, that
if there is any conflict between this contract and Dealer's purchase order,
or any other document, this agreement will govern.
14. This agreement is made in, and shall be governed solely by, the laws
of the Commonwealth of Massachusetts.
15. In the event of (1) the default by the Dealer in any of the aforementioned
payments required to be made by the Dealer, (2) the failure of the Dealer
to perform any agreement or condition to be performed by Dealer hereunder,
or (3) the death, business failure, insolvency or bankruptcy of Dealer,
then and in any such event, the Company shall have the right to cancel
such Subscribers affected or offer services directly to Subscriber. If
Company chooses to cancel the account Dealer shall disable the radio at
the premises from sending further signals to Company. If such devices
are not removed or disabled and verified by the Subscriber then the Dealer
shall remain responsible for the payment of such Subscriber even if the
subscriber has been canceled. No refund will be granted to any Dealer
for any Subscriber that has been canceled by the Company for nonpayment
of fees due to the Company. In addition, in any such event, the Dealer
shall be required to pay the Company a service fee of one and one half
percent per month (which is an 18% annual rate), on any past due balances
owed to the Company, together with all costs of collection, the same including
a reasonable attorney's fee and all costs of cancellation notices to Subscriber.
16. This agreement is not transferable or assignable by the Dealer except
with prior written consent of the Company. Company reserves the right
to transfer or assign this agreement to any person, firm or corporation.
This is not a personal service contract.
17. This agreement contains the entire understanding between the parties.
It becomes valid only when and if it is signed and sealed by a duly authorized
representative of the Company. No representations of any kind not contained
herein or those made by some third party shall in any way bind the company.
©Smart-Link Radio, Inc. 10/2006
(c) Copyright 2006 Corporate
Development & Management