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VIRTUALARM CENTRAL STATION PARTNER TERMS & CONDITIONS

THIS ONLINE AGREEMENT between VIRTUALARM(hereafter "VIRTUALARM") and (CENTRAL STATION Submitting The form) (hereinafter referred to as "CENTRAL STATION PARTNER") shall be considered 'received' on the date the form is submitted online.

CENTRAL STATION PARTNER is engaged in the business of providing live operator monitoring of alarm systems, and enters into agreements to provide services with CENTRAL STATION PARTNERS customers (hereinafter called "Dealers(s)") and herein elects to have VIRTUALARM provide signal processing for said CENTRAL STATION PARTNERS alarm signals with the following agreed Terms & Conditions:

1. MONTH TO MONTH AGREEMENT TERM: This CENTRAL STATION PARTNER agreement shall be on a month-to-month basis.

2. NON-EXCLUSIVE: CENTRAL STATION PARTNER agrees that any services provided herein are not exclusive to CENTRAL STATION PARTNER by service type, territory, or geographical areas.

3. PRODUCT DISCOUNTS: CENTRAL STATION PARTNER can at their option purchase products direct from VIRTUALARM at wholesale rates for resale with no restriction on resale pricing. All products are shipped FOB using the Central Stations shipping information. VirtuAlarm reserves the right to change or cancel this reseller program at any time.

4. CENTRAL STATION BILLING: A $5.00 per month fee shall be charged for the CENTRAL STATION PARTNER to be a member of VirtuAlarm. Any Subscriber accounts placed under their CENTRAL STATION DEALER account will be billed directly to the CENTRAL STATION DEALER upon activation and each month thereafter. However, if Central Station requests direct billing of their account or any of their Dealers, only Dealer Subscriber accounts that send signals over the "VA-IP" will be billed to the Central Station and shall carry with it a 3% re-billing fee. All Credit card payments are due upon billing with direct monthly billing due Net-15 either with a check payment or PayPal using the FRIENDS and FAMILY payment option otherwise the 3% re-billing fee shall increase to 5% in order to cover the cost of 3rd party payment processing. VirtuAlarm reserves the right to cancel direct billing services at any time.

5. VA-IP CONNECTION: In order to accept inbound IP signals from VirtuAlarm, a minimum of one (1) VA-IP devices is required, however it is highly recommended that a minimum of two (2) VA-IP devices are connected at all times. Upon cancellation of services, CENTRAL STATION PARTNER shall return any interconnect or IP connection devices (VA-IP) between VirtuAlarm and Partner if it was not purchased directly as it would be considered property of VirtuAlarm.

6. BLOCKING OF SIGNALS: CENTRAL STATION PARTNER is aware that services provided under this agreement do not restrict or block any signals unless CENTRAL STATION PARTNER or their Dealer requests and VIRTUALARM agrees to block said signals. Additional fees may be charged for these services.

7. HOLD HARMLESS: CENTRAL STATION PARTNER itself and on behalf of its Dealers will not hold VIRTUALARM, its agents and or assigns, liable for any loss, injury or damages CENTRAL STATION PARTNER or Dealer may have sustained due to a malfunction of signaling platform or the retransmission of signals, including programming or data entry errors, regardless of the cause of such errors. VIRTUALARM assumes no liability for interruption of performance of said services regardless of cause and makes no guarantee or warranty including any implied warranty of merchantability or fitness, against the type of intruder(s) or emergency that the system(s) was intended to report.

8. LIABILITY LIMITS: CENTRAL STATION PARTNER itself and on behalf of its Dealers, agrees that in the event that a loss has occurred based on failure of performance of VIRTUALARM'S services or obligations under this agreement, and therefore is determined to be the responsibility of VIRTUALARM, its agents, employees, or any third parties to this agreement, that it is impractical and extremely difficult to fix the actual damages to CENTRAL STATION PARTNER or their Dealer(s) based on the following, among other variables: (i) The uncertain amount of value of Dealer's property or the property of others kept on the premises, which may be lost, stolen, destroyed, damaged, or otherwise affected by occurrences which the system or service is designed to detect or avert; (ii) The uncertainty of the response time of any central station, alarm operator, police or fire department, paramedic unit or others, should they be dispatched as a result of a signal being received; (iii) The inability to ascertain what portion, if any, of the property loss, personal injury, or death would be approximately caused by VIRTUALARM'S failure to perform or by its equipment to operate; (iv) The inability to ascertain what portion, if any, of the property loss, personal injury, or death would be approximately caused by CENTRAL STATION PARTNERS' failure to perform or by its equipment to operate; (v) The inability to ascertain what portion, if any, of the property loss, personal injury, or death would be approximately caused by DEALERS' failure to perform or by their equipment to operate; (vi) The inability to ascertain what portion, if any, of the property loss, personal injury, or death would be approximately caused by any 3rd party failure to perform or by their equipment to operate; (vii) The uncertainty of any claim that might be made by Dealer against CENTRAL STATION PARTNER or VIRTUALARM; (viii) The nature of the services is to be performed by VIRTUALARM. And therefore, CENTRAL STATION PARTNER agrees to limit damages to no more than twelve (12) times the monthly charges on said Dealers individual Subscriber account, or two hundred fifty dollars ($250.00), whichever is greater. This amount is to be considered by the parties to this agreement as fair and full compensation in the form of "liquidated damages", regardless of what actual losses may be.

9. REPLACEMENT AGREEMENT: In the event CENTRAL STATION PARTNER has already entered into a previous agreement with VirtuAlarm, this agreement shall replace all of its terms and conditions moving forward.

10. SIGNAL RETRANSMISSION: (a) If only BASIC RETRANSMISSION SERVICES are ordered by the CENTRAL STATION PARTNER, then VIRTUALARM and CENTRAL STATION PARTNER agree that the VIRTUALARM's sole obligation under this Agreement and/or under any agreement between Dealer and CENTRAL STATION PARTNER shall be to facilitate the transfer of alarm signals received by means of the CENTRAL STATION PARTNERS Individual Dealers protective systems to the CENTRAL STATION PARTNER specified alarm monitoring facilities and that the Services does not include monitoring the performance of the protective unit or system which is the responsibility of CENTRAL STATION PARTNER. VIRTUALARM. (b) OPTIONAL RETRANSMISSION SERVICES may include the receipt of a signal, from a Dealer's premises utilizing its signal routing equipment, and then shall either automatically forward the signal "as-is" to CENTRAL STATION PARTNERS designated recipient, or interpret and attempt to retransmit such signals to CENTRAL STATION PARTNERS designated recipient, using the switched telephone network or dedicated IP connected receiver as directed by CENTRAL STATION PARTNER VIRTUALARM's equipment shall be constructed, operated and maintained in a UL Certified (or equivalent) location. Any 3rd party utility services, including telephone services and/or a public data networks shall be maintained as to provide a reasonable probability of communications for CENTRAL STATION PARTNER specified delivery options given VIRTUALARM's current end user Dealer base. VIRTUALARM offers a single IP Server connection between itself and CENTRAL STATION but highly recommends that CENTRAL STATION purchases a 2nd IP Server from Company for signal redundancy.

11. NON-COMPETE: CENTRAL STATION PARTNER hereby agrees to never solicit any existing VirtuAlarm Partner Dealers or accounts, including any offers to switch existing VirtuAlarm Dealers to move services out of VirtuAlarm. Should this provision be violated, CENTRAL STATION PARTNER agrees to a liquidated damages fee of $500.00 for each VirtuAlarm Dealer Subscriber solicited or accepted by CENTRAL STATION PARTNER, regardless of where the VirtuAlarm Dealer Partner monitors the Subscriber Accounts.

12. GOVERNMENTAL REQUIREMENTS: CENTRAL STATION PARTNER agrees and understands that it is their responsibility to comply with any governmental restrictions, permits, conditions or regulations covering their Dealers systems and agrees to either pay a deposit in advance, or reimburse VIRTUALARM for any payments on behalf of Dealer for any fees, assessments and or fines, as determined in accordance with those applicable governmental restrictions, permits, conditions or regulations, regardless of cause of such fines.

13. FUTURE SERVICES: Any future services or alterations provided to CENTRAL STATION PARTNER, or their Dealers shall be considered an addition to this agreement and shall be incorporated into this document and shall be subject to the same terms and conditions as fully set forth here.

14. PHONE FEES: Dealer or CENTRAL STATION PARTNER is responsible for any phone related charges including any Toll-free lines or DINS numbers ordered and used by CENTRAL STATION PARTNER for services.

15. SERVICE SUSPENSION: In the event CENTRAL STATION PARTNER or its Dealer(s) fail to make payments as agreed to in this agreement, VIRTUALARM may at its option offer services directly to any of CENTRAL STATION PARTNERS Dealers or disable, suspend, or block any signals through VIRTUALARMS platform.

16. AGREEMENT TRANSFER: CENTRAL STATION PARTNER, nor their Dealer(s) may transfer this or any other agreement to any other party without prior written consent of VIRTUALARM

17. CONTRACT BREACH: Any claims for breach of this agreement or breach of any express or implied warranties of fitness or merchantability must be communicated IN WRITING, SENT BY CERTIFIED LETTER, RETURN RECEIPT REQUIRED, TO VIRTUALARM WITHIN FIVE (5) DAYS OF THE ALLEGED BREACH. FAILURE TO DO SO WILL RESULT IN CENTRAL STATION PARTNERS OR ITS DEALER(S) FULL AND COMPLETE WAIVER OF ANY DEFENSES IT MAY HAVE BECAUSE OF THE ALLEGED BREACH.

18. LEGAL FEES: CENTRAL STATION PARTNER agrees to pay costs incurred by VIRTUALARM in enforcing its rights under this agreement, whether suit is initiated or not, including but not limited to legal fees, attorney fees, mediation services, court costs, expert witness fees, travel fees or collection costs related to CENTRAL STATION PARTNER or any of their Dealers.

19. EXCLUSIVE VENUE: This Agreement is made in and is to be performed in King County, Washington and shall, in all respects, be governed by the laws of the State of Washington, and the exclusive venue for the determination of any dispute shall be in King County, Washington regardless of where CENTRAL STATION PARTNER or their Dealer(s) shall reside or where the services under this agreement may reach.

20. STATUTE OF LIMITATIONS: VIRTUALARM and Dealer agree that no legal action, including filing of any lawsuit, Arbitration or any other legal proceeding connected with this Agreement shall be brought or filed more than one (1) year or 365 days, whichever is less, after the incident occurred giving rise to the action.

21. ARBITRATION: At COMPANIES option, any controversy, dispute, or claim from the CENTRAL STATION PARTNER or Dealer against VIRTUALARM, shall be determined and settled by arbitration under the rules and procedures, then in effect, of the American Arbitration Association at its office in or nearest to King County, Washington, and the non-prevailing party in such arbitration shall bear all costs thereof. The decision in arbitration shall be final as to the resolution of such differences and as to the proper mode of carrying the same into effect.

22. INTEREST RATE: All non-rebilled fees are due no later than the same date service is to be provided. Any unpaid or past due invoices shall bear the interest rate of a 5%, minimum $5.00 late fee, plus an additional 1.5% per month or the maximum allowable rate by law.

23. HOLD HARMLESS: In the event any person, not a party to this agreement, shall make a claim or file a lawsuit of any kind against VIRTUALARM for any reason relating to VIRTUALARM's duties or obligations pursuant to all aspects of performing this agreement, CENTRAL STATION PARTNER agrees to indemnify, defend and hold harmless the VIRTUALARM from all claims.

24. ENTIRE AGREEMENT: This agreement constitutes the entire agreement between the parties and is intended as a final expression of that agreement. This agreement supersedes all prior representations, understandings or agreements, and the parties may rely only upon the contents of this agreement in executing it either in person, or by accepting services on-line.

25. MODIFICATIONS: This agreement may only be modified in writing and signed by both parties and with fully authorized agents of the same.

26. AUTHORIZED REPRESENTATIVE: Dealer is aware of all terms and conditions of this agreement and has read this agreement including all provisions with full understanding of all conditions and meaning of each condition set forth and knowingly accepts this agreement in full as an individual and as an authorized representative to any business, corporation, if said business or corporation is a part of this agreement.

27. HEADINGS: Headings of the sections contained in this agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this agreement.

28. SEVERABILITY: If any provision of this Contract is held unenforceable, then such provision will be modified to reflect the parties' intention. All remaining provisions of this Contract shall remain in full force and effect.

29. NON-WAIVER: The failure by one party to require performance of any provision shall not affect that party's right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Contract constitute a waiver of any subsequent breach or default or a waiver of the provision itself.

30. SUSPENSION OF SERVICES: It is understood by CENTRAL STATION PARTNER that services to each Dealer may be suspended, or blocked, at VIRTUALARM' option, as to any individual Dealer, should the protective equipment on the premises of such Dealer become disabled, damaged, or erratic to the point that continued service to said Dealer is impracticable. CENTRAL STATION PARTNER shall also have the right to suspend services in the event the CENTRAL STATION PARTNER'S account or payment for CENTRAL STATION PARTNER'S Dealer(s) are past due or in bad standing due to charge backs or non-sufficient funds on any payment received by VIRTUALARM from CENTRAL STATION PARTNER. The same shall apply to individual Dealer accounts if billed for services directly by VIRTUALARM. Upon suspension, VIRTUALARM shall have the right to notify Dealer(s) of service suspension and offer them alternative services if so desired.

31. TAXES/ FEES: CENTRAL STATION PARTNER agrees to pay for any of its licenses and all sales, use or business taxes or imposition by municipal, state, and/or Federal authorities in connection with the services to be performed by VIRTUALARM and the CENTRAL STATION PARTNER agrees to hold VIRTUALARM harmless from, and to indemnify it against, any claims for the foregoing.

32. SALES MATERIALS: Neither CENTRAL STATION PARTNER nor its employees shall make any claims about the VIRTUALARM's Services or hardware that are not consistent with the current approved printed materials of the VIRTUALARM and shall be approved by VIRTUALARM prior to distribution.

33. FORCE MAJEURE: VIRTUALARM assumes no liability for interruption of services due to strike, riots, floods, fires, acts of God, act of terrorism or war or any causes beyond the direct control of VIRTUALARM and VIRTUALARM will not be required to supply service to the Dealer while interruption of service due to any such cause shall continue.

34. ALARM SIGNAL TRANSMISSION: It is understood by CENTRAL STATION PARTNER that VIRTUALARM shall not be responsible for interruption in service due to any telephone service interruption, Internet service interruption, cellular service interruption or service failure since signals to VIRTUALARM are received by means of these systems. The availability of services and response times are, in the main, governed by the telephone system and/or by the Internet or radio transmission services, and VIRTUALARM assumes no liability for delays caused by said systems.

35. CENTRAL STATION PARTNER REPRESENTATION: CENTRAL STATION PARTNER represents that it has experience, skills, required permits and licenses as well as the facilities and personnel to perform as an Alarm CENTRAL STATION PARTNER. Therefore, it is expressly understood and agreed that the VIRTUALARM does not and is not expected to perform any of the services normally performed by a qualified Alarm CENTRAL STATION PARTNER agrees to indemnify and hold harmless the VIRTUALARM and its agents and employees, from any damages or claims arising from failing to provide services considered the Alarm CENTRAL STATION PARTNERS responsibility. CENTRAL STATION PARTNER also represents that it has secured whatever permission, permits, or licenses may be necessary from local authorities for the system installation, services, and the monitoring of alarm systems.

36. During the entire term of this Agreement, CENTRAL STATION PARTNER will maintain all licenses, and permits necessary to provide alarm Monitoring services to its Dealers and shall promptly notify VIRTUALARM if any such license is revoked, suspended, or not renewed. A failure to maintain required licenses or permits by CENTRAL STATION PARTNER shall be deemed a material default of this Agreement by CENTRAL STATION PARTNER

37. VIRTUALARM NOT AN INSURER: VIRTUALARM is not an insurer and does not provide the CENTRAL STATION PARTNER or its Dealers ANY insurance for property loss and or damages, personal injury or loss and therefore, CENTRAL STATION PARTNER and their Dealers are responsible for ALL insurance coverage for the premises or its contents. Any payments made by CENTRAL STATION PARTNER or its Dealers under this agreement are solely based on the value of services provided as set forth in this agreement. Payments are unrelated to the CENTRAL STATION PARTNERS or their Dealers or Subscribers exposure, risk or value of the CENTRAL STATION PARTNERS, their Dealers or Their Subscribers property or the property of others located within said property.

38. TAXES/ FEES: CENTRAL STATION PARTNER agrees to pay for any of its licenses and all sales, use or business taxes or imposition by municipal, state, and/or Federal authorities in connection with the services to be performed by VIRTUALARM and the CENTRAL STATION PARTNER agrees to hold VIRTUALARM harmless from, and to indemnify it against, any claims for the foregoing.

39. MINIMUM MONTHLY FEES. If the CENTRAL STATION PARTNER only orders the single FREE IP server connection, after 90-days, a minimum of 25 Dealer Subscriber accounts shall be online or a $50.00 per month 'support' fee shall apply moving forward. If the CENTRAL STATION PARTNER orders and pays for the pair (2) IP servers for connection, this clause shall not apply.

40. ERRORS & OMISSIONS COVERAGE: It is required as a condition to this agreement, that during the entire term of this Agreement, CENTRAL STATION PARTNER shall maintain in full force and effect general liability insurance including errors & omissions coverage with single occurrence and aggregate limits of not less than $1,000,000.00. VIRTUALARM shall be named as an additionally insured with written proof of such provided annually.

41. AGREEMENT UPDATES: VIRTUALARM may from time to time wish to update or change terms of this agreement, including its rates. Any update or change can only be made by VIRTUALARM, and notice shall be given to CENTRAL STATION PARTNER using provided email of CENTRAL STATION PARTNER CENTRAL STATION PARTNER then has 30 days to challenge any changes, or they shall be considered as accepted and incorporated into this agreement. If CENTRAL STATION PARTNER challenges the changes within the 30-day period, CONTRACTOR has the option waive the changes for that CENTRAL STATION PARTNER or allow CENTRAL STATION PARTNER to terminate his services without penalty.

42. AGREEMENT ASSIGNABILITY: VIRTUALARM shall have the right to assign this agreement to any other person, firm, or corporation without notice to Dealer and shall have the further right to subcontract any services, which it may offer. CENTRAL STATION PARTNER acknowledges that this agreement, and particularly those paragraphs relating to VIRTUALARM's maximum liability, liquidated damages, and the third-party indemnification, inure to the benefit of and are applicable to any assignees, subcontractors of VIRTUALARM, and the work they perform, and that they bind CENTRAL STATION PARTNER with respect to said assignees, subcontractors, with the same force and effect as they bind CENTRAL STATION PARTNER to VIRTUALARM.

43. ONLINE SIGNATURE: Subscriber 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".

44. TIME OF THE ESSENCE: Time is of the essence in this agreement.

45. CONTRACT REVISION NUMBER 03312025