1990 THROUGH 04/01/2016
DEALER SERVICES AGREEMENT
between Cen Com Inc, a Washington Corporation doing business as American Digital Monitoring, hereafter called ADM, and Applicant Alarm Dealer hereafter called DEALER.
Both parties agree as follows:
1. ADM and DEALER agree that this is to be a Monthly agreement with billing on the First day of any month in advance with payment due by the 15th of each month.
2. DEALER acknowledges ADM is a Membership monitoring service and agrees to a monthly fee membership fee.
3. DEALER agrees to pay ADM for monitoring services as per listed prices as well as any options selected by DEALER with no pro-rating of any fees.
4. DEALER agrees that all payments shall be made by pre-approved automatic credit card or bank draft payments.
5. DEALER agrees that any payment for services not made by automatic credit card or bank draft payment, shall bear a 25% billing surcharge and may require a security deposit to be held on DEALERS account equal to one and a half (1-1/2) times the average monthly charge on DEALERS account.
6. DEALER warrants that all information provided to ADM to monitor accounts is correct and complete and ADM shall have no obligation or liability to update, correct or verify it.
7. ADM is contracted only as an agent for the DEALER and will only be responsible to the DEALER to carry out ADM pre-approved written instructions from the DEALER.
8. DEALER agrees that ADM will respond only to valid non-cancelled or restored alarm signals. Any other signals, including trouble signals, supervisory signals, zone restore, power fail signals, low battery signals or any alarm signal with subsequent opening after alarm, cancel or abort signals received will be ignored by ADM and “Automatically Logged” for dealers future review.
9. DEALER may for an additional fee, change the herein agreed ADM response for “Automatically Logged” signals to a DEALER specified response if requested in writing and agreed to by both DEALER and ADM.
10. DEALER agrees that should ADM receive any undefined or unknown signals, codes or zones regardless of cause, they will be considered a NON-VALID ALARM CONDITION and be ignored by ADM and “Automatically Logged” for dealers future review.
11. DEALER agrees to being the sole responsible party for locating and updating unknown code or file information for ADM.
12. DEALER agrees to a fee for each data change made by ADM on Dealers behalf unless Dealer makes direct account set-up or data changes on-line, without ADM review or verification, when using ADM automated software.
13. ADM is obligated to only extend alarm monitoring, defined signal decoding, authority dispatching and subscriber notification whereas all other services, including but not limited to options, reports, call recordings, signal logs, end user of DEALER system access are considered optional and may be suspended or discontinued at any time.
14. ADM will provide DEALER with current certificates of insurance upon written request and DEALER will provide ADM with current certificates of insurance upon written request.
15. DEALER agrees to any accounts located outside the continental United States having additional fees.
16. ADM is not an insurer and that the rates and charges herein are based solely on the services rendered.
17. ADM is not responsible for service interruptions due to strikes, walkouts, power failures, insurrection, phone or communication failures, third party services, acts of God, or any other causes beyond its direct and immediate control, including any governmental restrictions, requirements or actions.
18. DEALER does hereby for itself and all parties claiming under it, release and discharge ADM From all hazards covered by insurance, it being expressly understood and agreed that no insurance company or insurer shall have any rights of subjugation against ADM If there shall, notwithstanding the above provisions, at any time be or arise any liability on the part of ADM, by virtue of this agreement, such liability shall be limited to a liquidated damage sum equal to the DEALER'S pro-rated fees of one month for all Dealers accounts.
19. DEALER shall indemnify and save ADM harmless from any and all liability, loss, damage, expense, causes of action, suits, claims or judgments arising from loss to person or property resulting from or based upon any monitoring services provided, or failure to be provided by ADM under the terms of this contract, and shall at its own cost and expense, defend any and all suits which may be brought against ADM, either alone or in conjunction with others, upon any such liability or claim or claims and shall satisfy, pay and discharge any and all judgments and fines that may be recovered against ADM in any such action or actions, provided, however, that ADM Shall give the DEALER written notice of any such claim.
20. DEALER agrees to having services suspended or canceled at the option of ADM if DEALER is past due, or if ADM is unable or unwilling to render service as a result of any governmental requirements.
21. DEALER agrees that should their account be placed in the hands of an attorney or collection agent or should suit be brought to enforce this agreement with or without the assistance of and attorney or collection agent, DEALER shall pay all costs required for ADM to bring such actions.
22. DEALER agrees that should they not provide payments as agreed within the terms of this agreement, ADM shall have the right but not the obligation to notify DEALERS end users of service termination or offer direct service.
23. DEALER agrees that the exclusive venue for resolution of any disputes or claims arising out or relating to in any way, to the agreement shall be the county, state or federal courts of King County, Washington and the Dealer unconditionally consents to the laws of the State of Washington and that they alone exclusively control the terms of this agreement or any other agreement, written or oral, signed or not, between the Dealer and ADM or any third party as a result of any disputes or claims brought in through the relationship or association between Dealer and ADM.
24. DEALER and ADM agree to the waiving of any trial by Jury should suit be instituted.
25. ADM shall have the right to assign this agreement to any other person, firm, or corporation without notice and shall have further rights to subcontract monitoring or other services it may perform and DEALER acknowledges that such transfer shall bind the DEALER with the same force and effect that they bind the DEALER to ADM.
26. DEALER and ADM agree that the standard term for Dealer services is on a month by month basis which can be cancelled at anytime using the ADM on line cancellation form, or with a certified, return receipt letter sent to the ADM corporate office a minimum of 60 days prior to the intended termination date of the agreement.
27. DEALER agrees that prior to termination of services, DEALER shall delete all accounts from their DEALER group or ADM shall do so at an additional charge per account.
28. DEALER will return a signed hard copy of this agreement within 30 days of online application acceptance by ADM or be subject to an additional $1.00 per account on line, non-signed contract fee. Failure for ADM to charge this additional $1.00 per account fee, does not waive ADMS’ right to collect this fee in arrears.
29. DEALER agrees that should they accept any promotional offers, including but not limited to any free, discounted or credited services, monitoring, data loading, or any free or discounted or credited benefits including but not limited to answering services, call routing, internet listing, tech-man.com or similar technical services that this agreement shall convert form a month to month agreement to a 24 month minimum term agreement and that DEALER will maintain their account in good standing from that point on, with no fewer paid active accounts than the highest number of accounts in total for that DEALER during the 24 month period or DEALER agrees to a liquidated damage fee equal the remainder of the twenty four months for each of those accounts or $500.00, which ever is greater, as well as any promotional values, credits, discounts or free services received by the DEALER shall be reversed and become immediately due and payable.
30. DEALER agrees that upon signing or resigning of a hard copy of this agreement, any and all provisions of this agreement shall renew itself from that day forward, including any new or revised agreement terms, conditions, restrictions, obligations or commitment, but will not exclude any previously entered into agreement terms, conditions, restrictions, obligations or commitments, regardless if they were omitted from the newer signed agreement.
31. ADM and DEALER agree that in the event that any of these terms or provisions of this agreement shall be declared invalid or inoperative by a court of law, that all of the remaining terms and provisions shall remain in full force and effect.
32. DEALER agrees that no other offers, specials or programs can be incorporated or used with this agreement unless specifically agreed to in writing and signed by both DEALER and ADM.
33. DEALER agrees that should they open any separate DEALER programs, DEALER will notify ADM in writing prior to application and they shall bear the same rate or higher as any existing Dealer program, or ADM has the right to charge the difference retroactively.
34. DEALER agrees that should they have any additional agreements with ADM, they shall be bound to this agreement as if they were one agreement, except for the monthly fee structure as they may be independently set by ADM.
35. DEALER agrees that should they elect to use ADM provided toll free incoming telephone receiver lines, any alarm sending non-basic signals, including but not limited to opening, closing, auto test signals, runaways, unknown signals, unknown calls or excessive signals of any sort shall bear additional fees as determined by ADM.
36. DEALER agrees that should they elect to have ADM provide a transferable toll free incoming receiver line for DEALER, that until such time that DEALER assumes toll free billing of said toll free line, a surcharge rate per account shall be charged to DEALER and that DEALER appoints ADM irrevocable power of attorney on behalf of said line transfer with rights to ADM to reassume said line at any time during or after the terms of this agreement.
37. ADM pricing is to be considered introductory pricing and is subject to change at anytime with a 60 day advance notice to DEALER.
38. DEALER agrees that basic monitoring provide by ADM is non U.L. rated, however, optional U.L. Fire or Burglary monitoring is available at separate rates and may not be remotely accessible by DEALER.
39. DEALER agrees that in the event out of state monitoring of Dealer accounts by ADM require specialized in State or Local licensing, Dealer agrees to assist ADM in obtaining said licenses to with Dealer agrees to pay for all fees related to said licensing requirements, unless 500 or more accounts are within said area under licensing jurisdiction.
40. DEALER agrees that by entering into this agreement that they are bound to its terms and conditions and that no other agreements oral or in writing are in effect other than what is set forth in this agreement itself unless written and signed by both DEALER or his agent, and a Corporate officer of ADM.
41. DEALER agrees that by clicking on the acknowledgement button of the order form page, they effectively state that they "agree" to this being a binding contract for services, in accordance to the “Electronic Signatures in Global and National Commerce Act”, Title 15, Chapter 96 as well as including choice of exclusive venue terms as set forth in UCC section 2-204, adopted under Washington RCW 62A.2-204, stating that 'A contract for sale of goods may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of such a contract”.