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 be refunded.
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

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