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Submitted URL: https://vaad.myvirtualarm.com/
Effective URL: https://console.virtualarm.com/dealer/signup?monitored=1
Submission: On August 06 via automatic, source certstream-suspicious — Scanned from DE
Effective URL: https://console.virtualarm.com/dealer/signup?monitored=1
Submission: On August 06 via automatic, source certstream-suspicious — Scanned from DE
Form analysis 1 forms found in the DOM
POST
<form method="post">
<div class="form-group"><label for="company_name">Company Name</label><input type="text" id="company_name" placeholder="Company Name" name="company_name" value="" class="form-control"></div>
<div class="form-group"><label for="contact_name">Your Name</label><input type="text" id="contact_name" placeholder="Your Name" name="contact_name" value="" class="form-control"></div>
<div class="form-group"><label for="email">Email Address</label><input type="email" id="email" placeholder="Email" name="email" value="" class="form-control"></div>
<div class="form-group"><label for="email_confirm">Email Address (confirm)</label><input type="email" id="email_confirm" placeholder="Email" name="email_confirm" value="" class="form-control"></div>
<div class="form-group"><label for="phone">Phone Number (10 digits only)</label><input type="phone" style="width: auto;" size="10" maxlength="10" id="phone" placeholder="8005551212" name="phone" value="" class="form-control"></div>
<div class="form-group"><label for="address1">Address 1</label><input type="text" id="address1" placeholder="1234 Main Street" name="address1" value="" class="form-control"></div>
<div class="form-group"><label for="address2">Address 2</label><input type="text" id="address2" placeholder="Suite 200" name="address2" value="" class="form-control"></div>
<div class="form-group"><label for="city">City</label><input type="text" id="city" placeholder="Los Angeles" name="city" value="" class="form-control"></div>
<div class="form-group"><label for="state">State or Province</label><input type="text" style="width: auto;" size="4" maxlength="2" id="state" placeholder="CA" name="state" value="" onchange="onChangeState()" onkeyup="onChangeState()"
class="form-control"></div>
<div class="form-group"><label for="zip">Zip or Postal Code</label><input type="text" style="width: auto;" size="9" maxlength="7" id="zip" placeholder="90210" name="zip" value="" onchange="onChangeZip()" onkeyup="onChangeZip()"
class="form-control"></div>
<div class="form-group"><label for="country">Country</label><br><select name="country" id="country">
<option value="US">US</option>
<option value="Canada">Canada</option>
</select></div>
<div class="form-group"><label for="username">Username</label><input type="username" id="username" placeholder="Username" name="username" value="" class="form-control"></div>
<div class="form-group"><label for="password">Password</label><input type="password" id="password" placeholder="Password" name="password" class="form-control"></div>
<div class="form-group"><label for="password_confirm">Password (confirm)</label><input type="password" id="password_confirm" placeholder="Password (confirm)" name="password_confirm" class="form-control"></div>
<div class="form-group"><button id="updateStripe" class="btn btn-sm btn-default"><i id="billingCheckmark" style="color: green; display: none;" class="fa fa-lg fa-check"></i>Set my Billing Info (required)</button><input type="hidden"
name="stripeToken" id="stripeToken" value=""></div><input type="hidden" name="monitored" id="monitored" value="1"><input type="hidden" name="affiliate" id="affiliate" value="0"><input type="hidden" name="billing" id="billing" value="0"><input
type="hidden" name="centralStation" id="centralStation" value="0"><input type="hidden" name="productDistributor" id="productDistributor" value="0"><input type="hidden" name="isSecureTek" id="isSecureTek" value="0"><input type="hidden"
name="isAdmDealer" id="isAdmDealer" value="0">
<div style="border: #000000 1px solid; width: 500px; height: 150px; overflow: auto;">
<div style="color: #ff0000; text-align: center">VIRTUALARM TERMS & CONDITIONS</div><br><span style="font-family: arial, sans-serif; font-size: 15px">THIS ONLINE AGREEMENT between Cencom.com, dba VAS Monitoring Services (hereafter called VMS")
and (DEALER Submitting The form) (hereinafter referred to as "DEALER") shall be considered "received" on the date the form is submitted online.<br><br>DEALER is engaged in the business of selling, leasing and installing alarm systems, and
enters into agreements to provide services with DEALER's customers (hereinafter called "Subscriber(s)") and herein elects to have VAS provide signal processing for said DEALERS alarm systems with the following agreed Terms &
Conditions:<br><br>1. NEW DEALER FEES: VAS shall charge Dealer a NEW DEALER setup fee which shall include the first two (2) non-prorated months of VAS standard $5.00 monthly fee.<br><br>2. MONTH TO MONTH AGREEMENT: This DEALER agreement shall
be on a month to month non-prorated basis with fees being charged one calendar month in advance of any services. Any new customer account placed on line must be done through the Dealer portal and will be charged a new setup fee which includes
the first two (2) non-prorated calendar months of basic service. Dealer can only cancel individual accounts through their Dealer portal as no other forms of cancellation shall be accepted, including cancellation attempts by phone, email or
fax.<br><br>3. AUTO PAYMENT REQUIRED: DEALER agrees to have all service fees paid 30 days in advance of the intended service date, charged automatically on a provided auto payment source such as a credit card, debit card or EFT. Should an
attempt to collect any automatic payment fail, a late fee may also apply.<br><br>4. PRE-PAID FEES: In lieu of any minimum service term requirements, there shall be no pro-rating or refunds.<br><br>5. PHONE LINES: DEALER is aware that if the
system uses a POTS line, VoIP line, IP or Cellular to transmit signals to or from VAS Blocking, Restricting, Suspension, Disconnection or interference, degradation of quality, loss of bandwidth, specifically with the use of a VoIP line, may
cause loss of signaling ability without notice to VAS. Optional signal routing and communications verification services are available from VAS at an additional cost.<br><br>6. EXCLUDED AREAS: DEALER is aware that basic services provided under
this agreement are limited to a partitions area 00 and area 01 and may not include partitions outside area 00 and area 01. If areas outside area 00 and 01 are detected, additional fees may apply.<br><br>7. BLOCKING OF SIGNALS: DEALER is aware
that services provided under this agreement may at VAS’s sole discretion, restrict or block any signal considered non-basic including, openings, closing, auto test, bypass or any signal that VAS deems non-basic. If DEALER or their Subscriber
requests and VAS to unblock said signals, additional fees may be charged for these services. This blocking policy may change with a 30-day notice to Dealer at VAS’s option.<br><br>8. EXCESS / RUNAWAY SIGNALS: DEALER is aware that VAS may charge
additional for excess signals from any of their Subscriber accounts. Signal limits shall be set at no more than 50 individual signals per account in a 24-hour period.<br><br>9. HOLD HARMLESS: DEALER itself and on behalf of its Subscribers will
not hold VAS, its agents and or assigns, liable for any loss, injury or damages DEALER or Subscriber 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. VAS 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.<br><br>10. LIABILITY LIMITS: DEALER itself and on behalf of its Subscribers, agrees that if a loss has occurred based on failure of performance of VAS’s services or
obligations under this agreement, and therefore is determined to be the responsibility of VAS, its agents, employees, or any third parties to this agreement, that it is impractical and extremely difficult to fix the actual damages to Dealer or
their Subscriber(s) based on the following, among other variables:<br><br>(i) The uncertain amount of value of Subscriber'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;<br><br>(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 because of a signal being received;<br><br>(iii) The inability to ascertain what portion, if any, of the property loss, personal injury, or death would be approximately caused by VAS'S failure to perform or by its equipment to
operate;<br><br>(iv) 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 its equipment to operate;<br><br>(v) The inability to
ascertain what portion, if any, of the property loss, personal injury, or death would be approximately caused by SUBSCRIBERS' failure to perform or by their equipment to operate;<br><br>(vi) The inability to ascertain what portion, if any, of
the property loss, personal injury, or death would be approximately caused by any 3rd parties failure to perform or by their equipment to operate;<br><br>(vii) The uncertainty of any claim that might be made by Subscriber against DEALER or
VAS;<br><br>(viii) The nature of the services is to be performed by VAS.<br><br>And therefore, DEALER agrees to limit damages to no more than twelve (12) times the average monthly charges on said Subscribers individual 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.<br><br>11. SIGNAL
RETRANSMISSION: (a) If only RETRANSMISSION SERVICES are ordered by the DEALER, then VAS and DEALER agree that the VAS's sole obligation under this Agreement and/or under any agreement between Subscriber and DEALER shall be to facilitate the
transfer of alarm signals received by means of the Dealers Individual Subscribers protective systems as detailed in provision #7, to the DEALER 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 DEALER. (b) OPTIONAL RETRANSMISSION SERVICES may include the receipt of a signal, from a Subscriber's premises utilizing its signal routing equipment, and then shall
either automatically forward the signal as-is to DEALER’s designated recipient or interpret and attempt to retransmit such signals to DEALER's designated recipient, using the switched telephone network or dedicated IP connected receiver as
directed by DEALER. VAS’s equipment shall be constructed, operated and maintained in a UL 827 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 DEALER specified delivery options given VAS's current end user Subscriber base.<br><br>12. GOVERNMENTAL REQUIREMENTS: DEALER agrees and understands that it is their responsibility to
comply with any governmental restrictions, permits, conditions or regulations covering their Subscribers systems and agrees to either pay a deposit in advance, or reimburse VAS for any payments on behalf of Subscriber 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.<br><br>13. FUTURE SERVICES: Any future services or alterations provided to DEALER
or their Subscribers 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.<br><br>14. PHONE FEES: Subscriber or DEALER is
responsible for any phone related charges including any Toll-free lines or DINIS numbers ordered and used by DEALER for services.<br><br>15. CALL LOGGING: Subscriber consents to all communications to or from VAS being recorded and any
recordings may be held by VAS indefinably.<br><br>16. AGENT AUTHROITY: DEALER authorizes any of their Subscriber(s), any of their employees or employee of Subscribers, of any contact on a Subscribers account full authority to issue instructions
regarding their system or to cancel any alarm in process using VAS’s automated signal platform if so ordered by DEALER or its Subscriber(s).<br><br>17. SERVICE SUSPENSION: In the event DEALER or its Subscriber(s) fail to make payments as agreed
to in this agreement, VAS may at its option offer services directly to any of DEALERS Subscribers or disable, suspend or block any signals through VASS platform as well as make contact with the Subscribers to offer direct monitoring services to
them.<br><br>18. AGREEMENT TRANSFER: Neither DEALER, nor their Subscriber may transfer this or any other agreement to any other party without prior written consent of VAS.<br><br>19. 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 VAS WITHIN FIVE (5) DAYS OF THE ALLEGED BREACH. FAILURE TO DO SO WILL RESULT IN
DEALERS OR ITS SUBSCRIBER(S) FULL AND COMPLETE WAIVER OF ANY DEFENSES IT MAY HAVE BECAUSE OF THE ALLEGED BREACH.<br><br>20. LEGAL FEES: DEALER agrees to pay costs incurred by VAS 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 DEALER or any of their Subscribers.<br><br>21. 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 Dealer or their Subscriber(s) shall reside or where the services under this agreement may reach.<br><br>22. STATUTE OF LIMITATIONS: VAS and Subscriber 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, against VAS or its employees or investors after the incident occurred giving rise to the
action.<br><br>23. ARBRITRATION REQUIRED: Any controversy, dispute, or claim from the DEALER or Subscriber against VAS, shall be at 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.<br><br>24. TIME OF THE ESSENCE: Time is of the essence in this agreement.<br><br>25. INTEREST RATE: All fees are due no later than the date service are 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.<br><br>26. 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 VAS for any reason relating to VAS’s duties or obligations pursuant to all aspects of performing this agreement, Dealer agrees to indemnify, defend and hold harmless the VAS from all
claims.<br><br>27. 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.<br><br>28. MODIFICATIONS: This agreement may only be modified in writing and signed by both parties or by
fully authorized agent of the same.<br><br>29. AUTHORIZED REPRESENTATIVE: Subscriber 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.<br><br>30.
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.<br><br>31. 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.<br><br>32. 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.<br><br>33. ONLINE ACCEPTANCE: DEALER agrees that by acknowledgement of this agreement online by any means, that 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.<br><br>34. VAS SERVICES: VAS agrees to provide signal routing and processing
services. VAS will charge DEALER for services as per VAS's published price list or any different pricing agreed to and signed by both parties in writing. Any update or change to the pricelist can only be made by VAS and notice shall be given to
DEALER using provided email of DEALER. DEALER has 30 days to challenge any changes or they shall be considered as accepted and incorporated into this agreement. If DEALER challenges the changes within the 30-day period, VAS has the option waive
the changes for that DEALER or allow DEALER to terminate his services without penalty.<br><br>35. SERVICE BILLING: Billing for any subscriber shall be non-prorated and shall commence upon Subscriber template creation by DEALER or by AUTOMATIC
GENERATION due to receipt of any UNKNOWN ACCOUNT signal(s), regardless if account set-up is completed or not. Their shall be an additional fee above the normal VirtuAlarm fees for the monitoring services provided to the Subscribers.<br><br>36.
SERVICE TO SUBSCRIBER: Service to any Subscriber shall become effective only when: (1) DEALER has fully completed all required web data entry. (2) Fully tested subscriber's alarm system through VAS and the platform. (3) Fully confirmed all
signals were transmitted and re-transmitted correctly, including the correct alarm type and zone descriptions.<br><br>37. RESPONSE TO SUBSCRIBER'S SIGNAL(s): VMS shall forward signals to their alarm monitoring center known as American Digital
Monitoring via IP connection.<br><br>38. SUBSCRIBER EQUIPMENT: It is understood by DEALER that VAS owns none of, and has not installed any of, the alarm protective or signaling equipment in the Subscriber's location and has no responsibility
for the condition, testing, verification of proper connection, or receipt of any signals and/or functioning thereof, and the maintenance, repair, service, replacement or insurance of the alarm system and are not the obligation or responsibility
of VAS, including any equipment that may have been ordered through the VAS or its websites.<br><br>39. SUSPENSION OF SERVICES: It is understood by DEALER that services to each Subscriber may be suspended, or blocked, at VAS' option, as to any
individual Subscriber, should the protective equipment on the premises of such Subscriber become disabled, damaged or erratic to the point that continued service to said Subscriber is impracticable. DEALER shall also have the right to suspend
services in the event the DEALER’s account or payment for DEALER’s Subscriber(s) are past due or in bad standing due to charge backs or non-sufficient funds on any payment received by VAS from DEALER. The same shall apply to individual
Subscriber accounts if billed for services directly by VAS. Upon suspension, VAS shall have the right to notify Subscriber(s) of service suspension and offer them alternative services if so desired.<br><br>40. FORCE MAJEURE: VAS 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 VAS and VAS will not be required to supply service to the Dealer or their Subscriber(s)
while interruption of service due to any such cause shall continue.<br><br>41. ALARM SIGNAL TRANSMISSION: It is understood by DEALER that VAS 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 VAS 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 VAS assumes no liability for delays caused by said systems.<br><br>42. DEALER REPRESENTATION: DEALER represents that it has experience, skills, required permits and licenses as well as
the facilities and personnel to perform as an Alarm Dealer. Therefore, it is expressly understood and agreed that the VAS does not and is not expected to perform any of the services normally performed by a qualified Alarm DEALER agrees to
indemnify and hold harmless the VAS and its agents and employees, from any damages or claims arising from failing to provide services considered the Alarm Dealers responsibility. DEALER 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. During the entire term of this Agreement, DEALER will maintain in full force and effect all licenses and
permits necessary to provide alarm systems and services to its Subscribers and shall promptly notify VAS if any such license is revoked, suspended, or not renewed. A failure to maintain required licenses or permits by DEALER shall be deemed a
material default of this Agreement by DEALER.<br><br>43. SALES MATERIALS: Neither DEALER nor its employees shall make any claims about the VAS's Services or hardware that are not consistent with the current approved printed materials of the VAS
and they shall not produce any advertising without the express written approval of VAS.<br><br>44. TAXES/FEES/DUTIES: DEALER 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 VAS and the DEALER agrees to hold VAS harmless from, and to indemnify it against, any claims for the foregoing including any tariffs, customs fees or duties.<br><br>45. NOT
AN INSURER: VAS or their CENTRAL STATION PARTNERS are NOT to be considered an insurer and DOES NOT provide the DEALER or its Subscriber ANY insurance for property loss and or damages, personal injury or loss and therefore, DEALER and their
Subscribers are responsible for ALL insurance coverage for the premises or its contents. Any payments made by Subscriber under this agreement are solely based on the value of signal forwarding services provided as set forth in this agreement.
Payments to either VAS or their CENTRAL STATION PARTNERS are unrelated to the DEALERS or their Subscribers exposure, risk or value of the DEALERS or their Subscribers property or the property of others located within said property and that that
VAS not their CENTRAL STATION PARTNERS makes any guarantee or warranty including any implied warranty of merchantability or fitness that the services supplied will avert or prevent occurrences or the consequences there from which the system or
service is designed to detect or avert.<br><br>46. EXCESSIVE FALSE ALARMS: In the event an excessive number of false alarms are caused by Subscribers and or DEALER's carelessness, malicious action or accidental use of the alarm system, VAS may
in its sole discretion deem same to be a material breach of contract on the part of the DEALER and at its option in addition to all other legal remedies set forth be excused from further performance, upon the given of ten (10) days written
notice to Subscriber and DEALER. VAS excuse from performance shall not affect its rights to recover damages from DEALER. In the event of a fine, penalty or fee is assessed against VAS by any governmental or municipal agency of any alarm
originating from subscriber’s premises; DEALER agrees to forthwith reimburse VAS for same.<br><br>47. ERRORS & OMISSIONS COVERAGE: It is required as a condition to this agreement, that during the entire term of this Agreement, DEALER 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. VAS shall be named as an additionally insured with written proof
of such provided annually.<br><br>48. AGREEMENT UPDATES: VAS 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 VAS and notice shall be given to DEALER using
provided email of DEALER. DEALER has 30 days to challenge any changes or they shall be considered as accepted and incorporated into this agreement. If DEALER challenges the changes within the 30-day period, VAS has the option waive the changes
for that DEALER or allow DEALER to terminate his services without penalty.<br><br>49. AGREEMENT ASSIGNABILITY: VAS shall have the right to assign this agreement to any other person, firm or corporation without notice to Subscriber and shall
have the further right to subcontract any services, which it may offer. DEALER acknowledges that this agreement, and particularly those paragraphs relating to VAS's maximum liability, liquidated damages, and the third-party indemnification,
inure to the benefit of and are applicable to any assignees, subcontractors of VAS, and the work they perform, and that they bind DEALER with respect to said assignees, subcontractors, with the same force and effect as they bind DEALER to
VAS.<br><br>50. DATA & RELEASE: VIRTUALARM owns all data provided to it and shall retain any data provided to VIRTUALARM. No M2M device ported in or activated in VirtuAlarm shall be released to any other service provider until said device
has been suspended or deleted in VirtuAlarm for 90 days. Upon termination of a device or customer account, Dealer may request VIRTUALARM to provide a copy of it’s data for a fee, payable to VIRTUALARM in advance.<br><br>51. COMPLETE DATA:
Dealer is aware that they will be required to complete both the new customer setup in VirtuAlarm section #1 as well as complete the Central Station setup in section 2 prior to monitoring services being provided to the Dealers
Subscribers.<br><br>52. ADDITIONAL SERVICES: VAS offers additional services that can be ordered by DEALER with an online addendum to this agreement such as an online order form or service selection within the COMPAINIES platform. Said order or
addendum, once acknowledged by DEALER, shall be considered a part of this agreement and all its terms and conditions shall be extended to the addendum regardless if it counter signed by DEALER or not.<br><br>52. AGREEMENT VERSION: 011519</span>
</div><br><button type="submit" class="btn btn-primary">I Agree with your Terms and Conditions - Let's Get Started!</button>
</form>Text Content
Powered by VirtuAlarm -------------------------------------------------------------------------------- MONITORED DEALER SETUP Company Name Your Name Email Address Email Address (confirm) Phone Number (10 digits only) Address 1 Address 2 City State or Province Zip or Postal Code Country USCanada Username Password Password (confirm) Set my Billing Info (required) VIRTUALARM TERMS & CONDITIONS THIS ONLINE AGREEMENT between Cencom.com, dba VAS Monitoring Services (hereafter called VMS") and (DEALER Submitting The form) (hereinafter referred to as "DEALER") shall be considered "received" on the date the form is submitted online. DEALER is engaged in the business of selling, leasing and installing alarm systems, and enters into agreements to provide services with DEALER's customers (hereinafter called "Subscriber(s)") and herein elects to have VAS provide signal processing for said DEALERS alarm systems with the following agreed Terms & Conditions: 1. NEW DEALER FEES: VAS shall charge Dealer a NEW DEALER setup fee which shall include the first two (2) non-prorated months of VAS standard $5.00 monthly fee. 2. MONTH TO MONTH AGREEMENT: This DEALER agreement shall be on a month to month non-prorated basis with fees being charged one calendar month in advance of any services. Any new customer account placed on line must be done through the Dealer portal and will be charged a new setup fee which includes the first two (2) non-prorated calendar months of basic service. Dealer can only cancel individual accounts through their Dealer portal as no other forms of cancellation shall be accepted, including cancellation attempts by phone, email or fax. 3. AUTO PAYMENT REQUIRED: DEALER agrees to have all service fees paid 30 days in advance of the intended service date, charged automatically on a provided auto payment source such as a credit card, debit card or EFT. Should an attempt to collect any automatic payment fail, a late fee may also apply. 4. PRE-PAID FEES: In lieu of any minimum service term requirements, there shall be no pro-rating or refunds. 5. PHONE LINES: DEALER is aware that if the system uses a POTS line, VoIP line, IP or Cellular to transmit signals to or from VAS Blocking, Restricting, Suspension, Disconnection or interference, degradation of quality, loss of bandwidth, specifically with the use of a VoIP line, may cause loss of signaling ability without notice to VAS. Optional signal routing and communications verification services are available from VAS at an additional cost. 6. EXCLUDED AREAS: DEALER is aware that basic services provided under this agreement are limited to a partitions area 00 and area 01 and may not include partitions outside area 00 and area 01. If areas outside area 00 and 01 are detected, additional fees may apply. 7. BLOCKING OF SIGNALS: DEALER is aware that services provided under this agreement may at VAS’s sole discretion, restrict or block any signal considered non-basic including, openings, closing, auto test, bypass or any signal that VAS deems non-basic. If DEALER or their Subscriber requests and VAS to unblock said signals, additional fees may be charged for these services. This blocking policy may change with a 30-day notice to Dealer at VAS’s option. 8. EXCESS / RUNAWAY SIGNALS: DEALER is aware that VAS may charge additional for excess signals from any of their Subscriber accounts. Signal limits shall be set at no more than 50 individual signals per account in a 24-hour period. 9. HOLD HARMLESS: DEALER itself and on behalf of its Subscribers will not hold VAS, its agents and or assigns, liable for any loss, injury or damages DEALER or Subscriber 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. VAS 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. 10. LIABILITY LIMITS: DEALER itself and on behalf of its Subscribers, agrees that if a loss has occurred based on failure of performance of VAS’s services or obligations under this agreement, and therefore is determined to be the responsibility of VAS, its agents, employees, or any third parties to this agreement, that it is impractical and extremely difficult to fix the actual damages to Dealer or their Subscriber(s) based on the following, among other variables: (i) The uncertain amount of value of Subscriber'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 because 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 VAS'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 DEALERS' 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 SUBSCRIBERS' 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 parties failure to perform or by their equipment to operate; (vii) The uncertainty of any claim that might be made by Subscriber against DEALER or VAS; (viii) The nature of the services is to be performed by VAS. And therefore, DEALER agrees to limit damages to no more than twelve (12) times the average monthly charges on said Subscribers individual 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. 11. SIGNAL RETRANSMISSION: (a) If only RETRANSMISSION SERVICES are ordered by the DEALER, then VAS and DEALER agree that the VAS's sole obligation under this Agreement and/or under any agreement between Subscriber and DEALER shall be to facilitate the transfer of alarm signals received by means of the Dealers Individual Subscribers protective systems as detailed in provision #7, to the DEALER 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 DEALER. (b) OPTIONAL RETRANSMISSION SERVICES may include the receipt of a signal, from a Subscriber's premises utilizing its signal routing equipment, and then shall either automatically forward the signal as-is to DEALER’s designated recipient or interpret and attempt to retransmit such signals to DEALER's designated recipient, using the switched telephone network or dedicated IP connected receiver as directed by DEALER. VAS’s equipment shall be constructed, operated and maintained in a UL 827 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 DEALER specified delivery options given VAS's current end user Subscriber base. 12. GOVERNMENTAL REQUIREMENTS: DEALER agrees and understands that it is their responsibility to comply with any governmental restrictions, permits, conditions or regulations covering their Subscribers systems and agrees to either pay a deposit in advance, or reimburse VAS for any payments on behalf of Subscriber 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 DEALER or their Subscribers 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: Subscriber or DEALER is responsible for any phone related charges including any Toll-free lines or DINIS numbers ordered and used by DEALER for services. 15. CALL LOGGING: Subscriber consents to all communications to or from VAS being recorded and any recordings may be held by VAS indefinably. 16. AGENT AUTHROITY: DEALER authorizes any of their Subscriber(s), any of their employees or employee of Subscribers, of any contact on a Subscribers account full authority to issue instructions regarding their system or to cancel any alarm in process using VAS’s automated signal platform if so ordered by DEALER or its Subscriber(s). 17. SERVICE SUSPENSION: In the event DEALER or its Subscriber(s) fail to make payments as agreed to in this agreement, VAS may at its option offer services directly to any of DEALERS Subscribers or disable, suspend or block any signals through VASS platform as well as make contact with the Subscribers to offer direct monitoring services to them. 18. AGREEMENT TRANSFER: Neither DEALER, nor their Subscriber may transfer this or any other agreement to any other party without prior written consent of VAS. 19. 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 VAS WITHIN FIVE (5) DAYS OF THE ALLEGED BREACH. FAILURE TO DO SO WILL RESULT IN DEALERS OR ITS SUBSCRIBER(S) FULL AND COMPLETE WAIVER OF ANY DEFENSES IT MAY HAVE BECAUSE OF THE ALLEGED BREACH. 20. LEGAL FEES: DEALER agrees to pay costs incurred by VAS 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 DEALER or any of their Subscribers. 21. 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 Dealer or their Subscriber(s) shall reside or where the services under this agreement may reach. 22. STATUTE OF LIMITATIONS: VAS and Subscriber 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, against VAS or its employees or investors after the incident occurred giving rise to the action. 23. ARBRITRATION REQUIRED: Any controversy, dispute, or claim from the DEALER or Subscriber against VAS, shall be at 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. 24. TIME OF THE ESSENCE: Time is of the essence in this agreement. 25. INTEREST RATE: All fees are due no later than the date service are 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. 26. 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 VAS for any reason relating to VAS’s duties or obligations pursuant to all aspects of performing this agreement, Dealer agrees to indemnify, defend and hold harmless the VAS from all claims. 27. 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. 28. MODIFICATIONS: This agreement may only be modified in writing and signed by both parties or by fully authorized agent of the same. 29. AUTHORIZED REPRESENTATIVE: Subscriber 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. 30. 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. 31. 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. 32. 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. 33. ONLINE ACCEPTANCE: DEALER agrees that by acknowledgement of this agreement online by any means, that 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. 34. VAS SERVICES: VAS agrees to provide signal routing and processing services. VAS will charge DEALER for services as per VAS's published price list or any different pricing agreed to and signed by both parties in writing. Any update or change to the pricelist can only be made by VAS and notice shall be given to DEALER using provided email of DEALER. DEALER has 30 days to challenge any changes or they shall be considered as accepted and incorporated into this agreement. If DEALER challenges the changes within the 30-day period, VAS has the option waive the changes for that DEALER or allow DEALER to terminate his services without penalty. 35. SERVICE BILLING: Billing for any subscriber shall be non-prorated and shall commence upon Subscriber template creation by DEALER or by AUTOMATIC GENERATION due to receipt of any UNKNOWN ACCOUNT signal(s), regardless if account set-up is completed or not. Their shall be an additional fee above the normal VirtuAlarm fees for the monitoring services provided to the Subscribers. 36. SERVICE TO SUBSCRIBER: Service to any Subscriber shall become effective only when: (1) DEALER has fully completed all required web data entry. (2) Fully tested subscriber's alarm system through VAS and the platform. (3) Fully confirmed all signals were transmitted and re-transmitted correctly, including the correct alarm type and zone descriptions. 37. RESPONSE TO SUBSCRIBER'S SIGNAL(s): VMS shall forward signals to their alarm monitoring center known as American Digital Monitoring via IP connection. 38. SUBSCRIBER EQUIPMENT: It is understood by DEALER that VAS owns none of, and has not installed any of, the alarm protective or signaling equipment in the Subscriber's location and has no responsibility for the condition, testing, verification of proper connection, or receipt of any signals and/or functioning thereof, and the maintenance, repair, service, replacement or insurance of the alarm system and are not the obligation or responsibility of VAS, including any equipment that may have been ordered through the VAS or its websites. 39. SUSPENSION OF SERVICES: It is understood by DEALER that services to each Subscriber may be suspended, or blocked, at VAS' option, as to any individual Subscriber, should the protective equipment on the premises of such Subscriber become disabled, damaged or erratic to the point that continued service to said Subscriber is impracticable. DEALER shall also have the right to suspend services in the event the DEALER’s account or payment for DEALER’s Subscriber(s) are past due or in bad standing due to charge backs or non-sufficient funds on any payment received by VAS from DEALER. The same shall apply to individual Subscriber accounts if billed for services directly by VAS. Upon suspension, VAS shall have the right to notify Subscriber(s) of service suspension and offer them alternative services if so desired. 40. FORCE MAJEURE: VAS 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 VAS and VAS will not be required to supply service to the Dealer or their Subscriber(s) while interruption of service due to any such cause shall continue. 41. ALARM SIGNAL TRANSMISSION: It is understood by DEALER that VAS 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 VAS 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 VAS assumes no liability for delays caused by said systems. 42. DEALER REPRESENTATION: DEALER represents that it has experience, skills, required permits and licenses as well as the facilities and personnel to perform as an Alarm Dealer. Therefore, it is expressly understood and agreed that the VAS does not and is not expected to perform any of the services normally performed by a qualified Alarm DEALER agrees to indemnify and hold harmless the VAS and its agents and employees, from any damages or claims arising from failing to provide services considered the Alarm Dealers responsibility. DEALER 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. During the entire term of this Agreement, DEALER will maintain in full force and effect all licenses and permits necessary to provide alarm systems and services to its Subscribers and shall promptly notify VAS if any such license is revoked, suspended, or not renewed. A failure to maintain required licenses or permits by DEALER shall be deemed a material default of this Agreement by DEALER. 43. SALES MATERIALS: Neither DEALER nor its employees shall make any claims about the VAS's Services or hardware that are not consistent with the current approved printed materials of the VAS and they shall not produce any advertising without the express written approval of VAS. 44. TAXES/FEES/DUTIES: DEALER 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 VAS and the DEALER agrees to hold VAS harmless from, and to indemnify it against, any claims for the foregoing including any tariffs, customs fees or duties. 45. NOT AN INSURER: VAS or their CENTRAL STATION PARTNERS are NOT to be considered an insurer and DOES NOT provide the DEALER or its Subscriber ANY insurance for property loss and or damages, personal injury or loss and therefore, DEALER and their Subscribers are responsible for ALL insurance coverage for the premises or its contents. Any payments made by Subscriber under this agreement are solely based on the value of signal forwarding services provided as set forth in this agreement. Payments to either VAS or their CENTRAL STATION PARTNERS are unrelated to the DEALERS or their Subscribers exposure, risk or value of the DEALERS or their Subscribers property or the property of others located within said property and that that VAS not their CENTRAL STATION PARTNERS makes any guarantee or warranty including any implied warranty of merchantability or fitness that the services supplied will avert or prevent occurrences or the consequences there from which the system or service is designed to detect or avert. 46. EXCESSIVE FALSE ALARMS: In the event an excessive number of false alarms are caused by Subscribers and or DEALER's carelessness, malicious action or accidental use of the alarm system, VAS may in its sole discretion deem same to be a material breach of contract on the part of the DEALER and at its option in addition to all other legal remedies set forth be excused from further performance, upon the given of ten (10) days written notice to Subscriber and DEALER. VAS excuse from performance shall not affect its rights to recover damages from DEALER. In the event of a fine, penalty or fee is assessed against VAS by any governmental or municipal agency of any alarm originating from subscriber’s premises; DEALER agrees to forthwith reimburse VAS for same. 47. ERRORS & OMISSIONS COVERAGE: It is required as a condition to this agreement, that during the entire term of this Agreement, DEALER 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. VAS shall be named as an additionally insured with written proof of such provided annually. 48. AGREEMENT UPDATES: VAS 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 VAS and notice shall be given to DEALER using provided email of DEALER. DEALER has 30 days to challenge any changes or they shall be considered as accepted and incorporated into this agreement. If DEALER challenges the changes within the 30-day period, VAS has the option waive the changes for that DEALER or allow DEALER to terminate his services without penalty. 49. AGREEMENT ASSIGNABILITY: VAS shall have the right to assign this agreement to any other person, firm or corporation without notice to Subscriber and shall have the further right to subcontract any services, which it may offer. DEALER acknowledges that this agreement, and particularly those paragraphs relating to VAS's maximum liability, liquidated damages, and the third-party indemnification, inure to the benefit of and are applicable to any assignees, subcontractors of VAS, and the work they perform, and that they bind DEALER with respect to said assignees, subcontractors, with the same force and effect as they bind DEALER to VAS. 50. DATA & RELEASE: VIRTUALARM owns all data provided to it and shall retain any data provided to VIRTUALARM. No M2M device ported in or activated in VirtuAlarm shall be released to any other service provider until said device has been suspended or deleted in VirtuAlarm for 90 days. Upon termination of a device or customer account, Dealer may request VIRTUALARM to provide a copy of it’s data for a fee, payable to VIRTUALARM in advance. 51. COMPLETE DATA: Dealer is aware that they will be required to complete both the new customer setup in VirtuAlarm section #1 as well as complete the Central Station setup in section 2 prior to monitoring services being provided to the Dealers Subscribers. 52. ADDITIONAL SERVICES: VAS offers additional services that can be ordered by DEALER with an online addendum to this agreement such as an online order form or service selection within the COMPAINIES platform. Said order or addendum, once acknowledged by DEALER, shall be considered a part of this agreement and all its terms and conditions shall be extended to the addendum regardless if it counter signed by DEALER or not. 52. AGREEMENT VERSION: 011519 I Agree with your Terms and Conditions - Let's Get Started! Copyright © 2024 VirtuAlarm.com. All Rights Reserved. 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