Smoke Alarm Monitoring, Inc. - SAM Dealer Program

Join our dealer program and start earning money for every sale you send our way! Simply create your account, go through the training material, review the available marketing collateral and start selling. By using our multiple linking code options, your commission balance will grow as your prospects turn into customers.

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Terms and Conditions

To be an authorized dealer of Smoke Alarm Monitoring, Inc., you agree to abide by the terms and conditions contained in this agreement.

Please read this agreement carefully before registering and using the Smoke Alarm Monitoring, Inc. service as a dealer. By signing up for the Smoke Alarm Monitoring, Inc. dealer program, you indicate your acceptance of this agreement and its terms and conditions.

SAM DEALER AGREEMENT

THIS AGREEMENT is by and between Smoke Alarm Monitoring, Inc., a New York corporation, with offices located at 1 Commercial Avenue, Garden City NY 11530 (hereinafter referred to as “SAM”); and the individual or organization enrolling on samdealer.com (hereinafter referred to as "DEALER") (collectively referred to herein as the “Parties” and individually as a “Party”). WHEREAS, among other things, SAM is a provider of patented smart smoke detectors which includes central station monitoring services; and WHEREAS, DEALER and SAM share the desire that DEALER be appointed to market the SAM Services to prospective clients.

NOW, THEREFORE, the Parties hereto agree as follows: 

I. APPOINTMENT

A. SAM grants to DEALER the right, and DEALER undertakes the obligation, to market to prospective clients the SAM Products and Services and to use in connection therewith, SAM's Proprietary Marks, all pursuant to the terms and conditions of this Agreement. 

B. SAM also grants to DEALER the right to recruit down line Sub-Dealers, provided that the DEALER, each Sub-DEALER and SAM enter into a Sub-DEALER Appointment Agreement, wherein DEALER will allocate a stated portion of its commission rate to the Sub-DEALER.

C. The Parties hereby agree that no additional services are contemplated by this Agreement, other than those specifically set forth herein. Without limiting the foregoing, SAM understands and agrees that DEALER shall not engage in any negotiations on behalf of SAM and/or any Client, nor otherwise provide any other information or advice to any Client except as specifically set forth herein.

D. This Agreement does not grant exclusive rights to DEALER to act as referrer on behalf of SAM  and DEALER shall have no rights under any other agreements entered into by SAM with other DEALER's or under any agreements entered into by SAM with any Potential Client(s) or Client(s) referred to SAM by other DEALER's or by SAM's own independent efforts. 

II. DURATION

A. Either Party may terminate this Agreement with or without cause by providing the other Party thirty (30) days advance written notice. Such notice shall be delivered by certified mail or personal delivery.

B. SAM may terminate this Agreement with DEALER for cause immediately upon written notice to DEALER, provided SAM has obtained sufficient evidence to support a reasonable, good faith belief that:

1. DEALER has breached the terms of this Agreement;
2. DEALER has conducted his business in violation of applicable laws and/or regulations;
3. DEALER has directly or indirectly through others, induced or attempted to induce SAM customers to terminate their service, or to reduce or discontinue paying service fees;
4. DEALER has withheld, converted or failed to account for monies, funds, or other property belonging to or due and owing to SAM;
5. DEALER has done any act, directly or indirectly through others, that injures the business and/or reputation of SAM; or
6. DEALER has directly, or indirectly through others, induced or attempted to induce SAM’s employees, DEALERs, sub- DEALERs, vendors or clients to terminate their relationship with SAM.

III. PROPRIETARY MARKS

A. It is understood that the license granted herein to use SAM's Proprietary Marks in connection with DEALER’s marketing of SAM services includes the use of the names, "SAM", “SAM,” with or without associated logos, tag lines and such other trademarks, service marks and trade names of SAM as it may from time to time designate for your use, and that such license applies only to the business to be conducted under this Agreement. Any such use shall be in accordance with SAM trademark guidelines.

B. DEALER acknowledges SAM's claim to the exclusive right to use said Proprietary Marks in connection with said business, and services to which they are applied by SAM and its other appointed DEALER's and sub-DEALER's, and expressly covenants that, during the term of this Agreement and after the expiration or termination hereof, DEALER shall not directly or indirectly contest or aid in contesting the validity or ownership of said Proprietary Marks, or take any action whatsoever in derogation SAM's claimed rights therein

C. DEALER understands and agrees that its license under the Proprietary Marks is non-exclusive and that SAM, in its sole discretion, has the right to grant other licenses in, to and under such Proprietary Marks, in addition to those licenses already granted to other appointed DEALER's and sub-DEALER's, and to develop and license its marks on any terms and conditions SAM deems advisable.

D. DEALER acknowledges that any and all goodwill associated with and identified by the Proprietary Marks inures directly and exclusively to the benefit of SAM and is the property of SAM, and that, on the expiration or termination of this Agreement, no monetary amount shall be assigned as attributable to any goodwill associated with DEALER's activities as a licensee under the Proprietary Marks.

E. DEALER shall not use any Proprietary Marks as part of DEALER's corporate name or other business name.

F. DEALER understands and acknowledges that each and every detail of the SAM System is important to SAM, DEALER, and to other SAM licensed and appointed DEALER's and sub-DEALER's, in order to develop and maintain high and uniform standards of quality and service and hence to protect the reputation and goodwill of the SAM System. DEALER, accordingly, covenants:

1. To use the name, " SAM ", “SMOKE ALARM MONITORING" without any additional prefix or suffix unless expressly authorized in writing by SAM;

2. To adopt and use the Proprietary Marks licensed hereunder solely in the manner prescribed by SAM; and

3. DEALER shall never use any Proprietary Mark licensed hereunder in such proximity to or association with the products, materials or services of others as could lead the public to believe that others' products, materials or services are part of the SAM program, or vice versa.

IV. MARKETING MATERIALS & ASSISTANCE

A. SAM shall in its discretion maintain a continuing advisory relationship with DEALER and its Sub-DEALER's, if any, including consultation with respect to sales and marketing of the SAM Services.

B. SAM may, from time to time, make available to DEALER and its Sub-DEALER's, bulletins on new sales and marketing developments and operational techniques.

C. SAM shall provide DEALER all SAM pre-approved agreements and enrollment materials on the SAM web sites. Additional marketing materials will be available as indicated in Exhibit A. No other materials, other than those which have been pre-approved by SAM in writing, shall be used. No alterations, deletions or additions shall be made to any pre-approved materials without pre-approval in writing from SAM.

V. DUTIES OF THE DEALER

A. DEALER understands and acknowledges that every detail of the SAM System is important to SAM, to DEALER, and to other DEALERs in order to develop and maintain high and uniform standards of quality, appearance, service, products and techniques, to increase the demand for SAM products and services, and to protect the reputation and goodwill of SAM.

B. DEALER shall become fully familiar with any SAM training materials. DEALER also agrees to train and manage all of his employees and/or independent contractors that are involved in marketing the SAM Services.

C. DEALER shall use uncompromising integrity in business transactions and agrees to use good business ethics, and not to misrepresent, misinform or deceive those with whom DEALER transacts business.

D. Placement of advertisements and referral methods related to SAM services/products are at the sole discretion of the DEALER. However, in soliciting Potential Clients, referrals or sales, the DEALER shall not make promises or issue any warranty either expressed or implied pertaining to the goods or services offered by SAM unless authorized in writing by the President of SAM to do so.

E. DEALER shall comply with all other requirements set forth in this Agreement, all SAM Marketing Guidelines, and all state and federal statutes, regulations, rules and interpretive case law.

F. DEALER shall use commercially reasonable efforts to market the SAM Services to prospective Clients and to secure from them, fully- completed and signed SAM contracts and/or on-line sign-ups and/or member agreements and enrollment forms (whether the same are in hard copy form, via enrollment on SAM’s internet site or in any electronic medium that has been pre-approved by SAM).

G. DEALER shall not be responsible for delays in or inability to perform its obligations herein due to strikes, riots, acts of God, shortages of labor or materials, war, governmental laws, regulations, restrictions, service suppliers or any other causes whatsoever that are beyond the reasonable control of DEALER.

H. DEALER shall not market SAM products/services on Amazon, Groupon, Google Shopping without prior approval from SAM in writing.

VI. DUTIES OF SAM

A. SAM will provide the SAM Products & Services pursuant to the terms and conditions of this Agreement.

B. SAM will provide initial training and information specifically relating to SAM services on the samdealer.com website. Additional training and information will be available at SAM's discretion in response to DEALER’s reasonable request.

C. SAM will timely provide to DEALER (and its Sub-DEALER's, if any) the compensation and reports described in paragraph VII below.

D. SAM shall not be responsible for delays in or inability to perform its obligations herein due to strikes, riots, acts of God, shortages of labor or materials, war, governmental laws, regulations, restrictions, service suppliers or any other causes whatsoever that are beyond the reasonable control of SAM

VII. COMPENSATION

A. For Your Personal Production. As full compensation for the personal production of DEALER, out of the gross monthly service fees collected by SAM on sales as defined in Exhibit A-1, SAM will pay DEALER the commission rate described on and subject to the terms and conditions defined on said attached Exhibit “A-1”. As SAM develops and makes available for sale additional services, the commission rate and terms and conditions relating to those services will be provided to DEALER as Exhibit A-2, A-3, etc., and will become a part of this Agreement on the date set forth in the Exhibit describing the services.

B. Over Ride on the Production of Your Sub-DEALER's. As full compensation to your Sub-DEALER's for their personal production, out of the gross monthly service fees collected by SAM on individual or group sales from each of your Sub-DEALER’s Clients, SAM will pay your Sub-DEALER's the commission rates that you have allocated to them as stated in their respective SAM Sub-DEALER Appointment Agreements; and you will be paid, as an over ride, the difference between those allocated commission rates and your personal production commission rate agreed upon by SAM and DEALER.

C. Commissions Payments. Commissions shall be paid by SAM to DEALER and its Sub-DEALER's, if any, every Tuesday for the previous week’s business based on collected funds. With said commission payments, SAM will also provide DEALER and its Sub-DEALER's, if any, an electronic written report (either via email in MS Excel or via a similar format accessible on the samdealer.com website), identifying: the enrolled Clients from whom SAM collected a monthly service fee, the dollar amounts collected, and the commissions paid.

D. Vesting. SAM’s obligation to pay DEALER and its Sub-DEALER's, if any, this compensation is fully vested for so long as each enrolled Client continues to pay to SAM the monthly service fee, and will survive any termination of this Agreement.

E. Charge-backs - New clients must pay the monthly monitoring fee a minimum of 6 consecutive months. If they cancel or charge back within that time frame, the commission will be charged back from the agent as follows: If the client charges back the full amount of the purchase, the full amount of the commission is charged back to the agent. If they cancel within 6 months and not charge back any payments, 50% of the commission is charged back to the agent.

VIII. TERMINATION

A. Upon termination or expiration of this Agreement, DEALER shall immediately cease to have any licensing rights with respect to the SAM services; and:

1. DEALER shall immediately cease to use, by advertising or in any manner whatsoever, the names, "SAM", “SMOKE ALARM MONITORING, INC; or any of their logos, tag lines, forms, manuals, slogans, signs, marks, symbols, or devices used in connection with the operation of the business licensed hereunder.

2. DEALER agrees not to use any reproduction, counterfeit, copy or color able imitation of the SAM Proprietary Marks either in connection with other business or the promotion thereof, which is likely to cause confusion, mistake or deception, or which is likely to dilute SAM’s exclusive rights in and to the Proprietary Marks and further agrees not to utilize any trade dress or designation of origin or description or representation which falsely suggests or represents an association or connection with SAM so as to constitute unfair competition. DEALER shall make such modifications or alterations to its marketing materials immediately upon termination or expiration of this Agreement as may be necessary to prevent the operation of any business thereon by DEALER or others in derogation of this Agreement and shall make such specific additional changes thereto as SAM may reasonably request for that purpose; and

3. DEALER shall immediately turn over to SAM or destroy all SAM marketing materials, manuals, proprietary and confidential materials (all of which are acknowledged to be SAM’s property), and shall retain no copy or record of any of the foregoing, excepting only DEALER's copy of this Agreement and copies of any correspondence pertaining thereto between SAM and DEALER, and any documents which DEALER reasonably needs for compliance with any provision of law. 

IX. CONFIDENTIAL INFORMATION

The DEALER agrees not to disclose any confidential information pertaining to SAM’s services or products nor that of prospective or existing customers to any third Party. The DEALER may do follow-up inquiries with its referred Clients to confirm their purchase and to gather feedback about their experience with the SAM’s services or products as supplied. SAM hereby agrees that the potential Clients and all information provided by DEALER and not in the public domain relating thereto shall be considered confidential. SAM hereby represents and warrants that it will keep this information in no less confidential a manner than it keeps its own most confidential information but in no event shall less than reasonable care be exercised to prevent unauthorized disclosure.

X. INDEPENDENT CONTRACTOR AND INDEMNITY

A. This Agreement does not make DEALER an agent, legal representative, joint venture, partner, employee, or servant of SAM for any purpose whatsoever; and it is deemed understood between the Parties hereto that DEALER shall be an independent contractor and is in no way authorized to make any contract, agreement, warranty or representation on behalf of SAM, or to create any obligation, express or Implied, on behalf of SAM.

B. Under no circumstances shall SAM be liable for any act, omission, contract, debt or any other obligation of DEALER. DEALER shall defend, indemnify and hold SAM harmless against any such claim, as well as any and all claims for damages allegedly arising from the same, and the costs (including attorneys' fees, court costs, expert witness fees, etc.) of defending against such claim arising directly or indirectly from, or as a result of, or in connection with, DEALER's operation of business pursuant to this Agreement.

C. Each Party shall indemnify, defend and hold harmless the other Party, its affiliates, and its respective directors, officers, employees, and agents from and against any and all liabilities, damages, claims, losses, costs, expenses, judgments or settlements, including attorney fees and disbursements, in respect of any of any and all claims brought by third parties of whatsoever nature arising from an allegation of the Party’s misrepresentation, default, misconduct, failure to perform or any other act related to this agreement.

D. SAM shall defend, indemnify and hold DEALER harmless against any third party claim, as well as any and all claims for damages allegedly arising from the same, and the costs (including attorneys’ fees, court costs, expert witness fees, etc.) of defending against such claim, arising out of or relating to (i) the provision of, or failure to provide, SAM Services to Clients or (ii) DEALER’s use of SAM’s Proprietary Marks as permitted under this Agreement.

XI. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL SAM OR ITS PHYSICIAN NETWORK BE LIABLE FOR ANY ACT, OMISSION, CONTRACT, DEBT OR ANY OTHER OBLIGATION OF DEALER. DEALER SHALL DEFEND, INDEMNIFY AND SAVE SAM AND ITS PHYSICIAN NETWORK HARMLESS AGAINST ANY SUCH CLAIM, AS WELL AS ANY AND ALL CLAIMS FOR DAMAGES ALLEGEDLY ARISING FROM THE SAME, AND THE COSTS (INCLUDING ATTORNEYS' FEES, COURT COSTS, EXPERT WITNESS FEES, ETC.) OF DEFENDING AGAINST SUCH CLAIM ARISING DIRECTLY OR INDIRECTLY FROM, OR AS A RESULT OF, OR IN CONNECTION WITH, DEALER'S OPERATION OF BUSINESS PURSUANT TO THIS AGREEMENT.SAM SHALL NOT BE RESPONSIBLE FOR DELAYS IN OR INABILITY TO PERFORM ITS OBLIGATIONS HEREIN DUE TO STRIKES, RIOTS, ACTS OF GOD, SHORTAGES OF LABOR OR MATERIALS, WAR, GOVERNMENTAL LAWS, REGULATIONS, RESTRICTIONS, SERVICE SUPPLIERS OR ANY OTHER CAUSES WHATSOEVER THAT ARE BEYOND THE REASONABLE CONTROL OF SAM.

XII. ENTIRE AGREEMENT

This Agreement, the documents referred to herein, and the Exhibits attached hereto, constitute the entire agreement between SAM and DEALER concerning the subject matter hereof, and supersede all prior agreements. No other representation has induced DEALER to execute this Agreement, and there are no representations, inducements, promises or agreements, oral or otherwise, between the Parties not embodied herein, which are of any force or effect with reference to this Agreement or otherwise. Unless otherwise provided in this Agreement, no amendment, change or variance from this Agreement shall be binding on either Party unless executed by both Parties in writing.

XIII. APPLICABLE LAW

This Agreement shall be interpreted and construed under the laws of the State of New York, notwithstanding its choice of laws provisions. Exclusive venue of any judicial proceeding arising from this Agreement shall be in a state court located in Nassau County, New York or in a federal court located in New York City, New York (any objection to lack of personal jurisdiction in that venue is waived).
XIV. MISCELLANEOUS

A. Neither Party to this agreement shall assign, sublet or transfer any part of its interest in this Agreement without the prior written consent of the other Party.

B. Certain provisions of Articles III, VI, VII, VIII, IX, X, XI, XIV, XV, and XVI shall survive the expiration or termination of this
Agreement.

C. Failure of either Party to enforce any of the provisions of this Agreement shall not be construed as a waiver of such provisions or of the right thereafter to enforce such provisions.

D. This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns, as may be permitted hereunder. This Agreement may be amended or modified only by a written agreement, signed by both Parties. 

E. In case any one or more of the provisions contained in this Agreement shall be held to be invalid, illegal or unenforceable in any respect for any reason, such invalidity, illegality or unenforceability shall not affect any other provisions of the Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

F. No Obligation. Nothing in this Agreement shall obligate SAM to enter into an agreement with any potential Client.

XV. DISPUTE RESOLUTION
Any controversy or dispute arising out of, or relating to, this Agreement, or any modification or extension thereof, shall be submitted to arbitration in Nassau County, New York, agreed upon by SAM and DEALER. Any fees shall be borne equally by SAM and DEALER. 

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EXHIBIT A-1: COMMISSION & PRICING GUIDELINES FOR DEALERS ENROLLING NEW ACCOUNTS
 
BASIC PLAN $75 PER SAM SMART DETECTOR + $19.95/month, $44.85 paid quarterly or $179.40 paid annually.
COMMISSION - $50.00 TOTAL ONE TIME PAYMENT
DEALER ASSUMES ALL ACQUISITION COSTS
* Additional Master Agent/DEALER compensation will be adjusted in the sales portal.
All other commission structures where acquisition costs are assumed or shared by SAM and DEALER must be authorized and adjusted in samdealer.com program manually. 

Bonuses based on performance or specific date ranges may be offered from time to time but are not part of the standard pay schedule.

* I have read, understand and agree to the above terms and conditions.

CAN-SPAM Rules and Acceptance

If you use email as part of your marketing, you must comply with CAN-SPAM rules.

1- Don’t use false or misleading header information. Your “From,” “To,” “Reply-To,” and routing information – including the originating domain name and email address – must be accurate and identify the person or business who initiated the message.

2- Don’t use deceptive subject lines. The subject line must accurately reflect the content of the message.
   
3- Identify the message as an ad. The law gives you a lot of leeway in how to do this, but you must disclose clearly and conspicuously that your message is an advertisement.

4- Tell recipients where you’re located. Your message must include your valid physical postal address. This can be your current street address, a post office box you’ve registered with the U.S. Postal Service, or a private mailbox you’ve registered with a commercial mail receiving agency established under Postal Service regulations.
    
5- Tell recipients how to opt out of receiving future email from you. Your message must include a clear and conspicuous explanation of how the recipient can opt out of getting email from you in the future. Craft the notice in a way that’s easy for an ordinary person to recognize, read, and understand. Creative use of type size, color, and location can improve clarity. Give a return email address or another easy Internet-based way to allow people to communicate their choice to you. You may create a menu to allow a recipient to opt out of certain types of messages, but you must include the option to stop all commercial messages from you. Make sure your spam filter doesn’t block these opt-out requests.
    
6- Honor opt-out requests promptly. Any opt-out mechanism you offer must be able to process opt-out requests for at least 30 days after you send your message. You must honor a recipient’s opt-out request within 10 business days. You can’t charge a fee, require the recipient to give you any personally identifying information beyond an email address, or make the recipient take any step other than sending a reply email or visiting a single page on an Internet website as a condition for honoring an opt-out request. Once people have told you they don’t want to receive more messages from you, you can’t sell or transfer their email addresses, even in the form of a mailing list. The only exception is that you may transfer the addresses to a company you’ve hired to help you comply with the CAN-SPAM Act.
    
7- Monitor what others are doing on your behalf. The law makes clear that even if you hire another company to handle your email marketing, you can’t contract away your legal responsibility to comply with the law. Both the company whose product is promoted in the message and the company that actually sends the message may be held legally responsible.

* I have read, understand and agree to the above CAN-SPAM rules.

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