Dealer Program Policies

III. Products and Services Policies

In the event a Dealer is authorized to sell the following brands, products, or services, the following obligations shall apply and supersede any prior understandings between Dealer and the Company:

H.Parasol Remote Monitoring and Management Services

These additional terms govern the marketing and sale of Parasol Remote Monitoring and Management Services by the Dealer to its customers (together the "Parasol Services"). The Parasol Services are deemed to be Products under the Dealer Agreement and these terms apply to the extent Dealer is authorized to sell the Parasol Services.

1. Description of Services; General Terms

   Parasol Service is remote management and monitoring of integrated network systems performed by the Company to end customers, as the Company determines to be reasonably necessary in the conduct of its operations which may include, but may not be limited to, network monitoring through the OvrC platform and end customer support via phone, text, email and chat. Dealer shall make available to the Company such end customer information that the Company deems necessary to perform its services, including end customer IP addresses and related information. Dealer shall fully cooperate with the Company to ensure that the Company can provide its services to end customers, including but not limited to, utilizing the OvrC platform in accordance with Company's then current standards and specifications.

2. Parasol Subscription Services.

   Subject to the terms and conditions set forth herein, Company hereby grants Dealer the right to sell Parasol Services to end customers. Dealer shall always conduct its operations in accordance with all laws, ordinances and regulations. Dealer shall:

   1. Refrain from engaging in "bait and switch" or any other unfair or deceptive trade practices with respect to selling the Parasol Services.
   2. Make no false or misleading statements regarding Company or the Parasol Services.
   3. Not offer Parasol Services for monitoring home or commercial security or surveillance systems.
   4. Abide by Company's then current standards and specifications.

   Dealer shall promote Parasol Services to end customers and enter into maintenance agreements for Parasol Services with end customers in a form substantially similar to Exhibit A. To the extent a Dealer chooses to deviate from the form set forth in Exhibit A, the Dealer must state at least the following in all end customer agreements:

   1. Dealer shall clearly and conspicuously disclose to end customer that is an independent contractor, and not an agent, employee or affiliate of Company; and
   2. Dealer shall disclose the privacy policy information set forth in Paragraph 6 of the end customer agreement, which includes the requirement to obtain informed consent from the end customer to use Parasol Services.
3. Service Levels

   Effective October 28, 2026 (the "Effective Date"), the Company will make the following service levels available for enrollment and sale by Dealers to end customers:

   1. Select Services
   2. Enhanced Services
   3. Premier Services (each, a “Service Level”)

   The features and benefits offered at each Service Level are outlined on the Company's website: https://getparasol.com/parasol-splash/ as updated by Company from time to time.

4. Service Fee for Service Levels.

   Dealer will pay the monthly fee as applicable to its selected Service Level (the "Service Fee"), regardless of whether Dealer collects payment for the applicable services from end customers.

   For purposes of calculating the Service Fee, amounts collected by Dealer for sales, use, gross receipts, or similar taxes and remitted to the applicable taxing authority will be excluded. Credit card processing fees incurred in connection with customer transactions will also be excluded.

   The Service Fees are:

   1. Select Services: $15 per month
   2. Preferred Services: $30 per month
   3. Premier Services: $50 per month
5. Monthly Fee for Dealers

   In addition to the Service Fee, Dealer shall pay Company a monthly platform fee of $50 to cover administrative, telecommunications, hosting and other platform-related costs, regardless of the number of subscriptions the Dealer has.

6. Legacy Subscriptions and Transition Period

   "Legacy subscriptions" means subscription plans enrolled by a Dealer before the Effective Date, namely:

   1. Essential Services: $13.99 per month; and
   2. Enhanced Services: $24.99 per month. (each, a “Legacy Service Level ”)

   Following the introduction of the Service Levels under this Agreement on October 28, 2026, Dealers will be provided a transition period through December 31, 2026, to continue enrolling customers in Legacy Subscriptions. Effective January 1, 2027, Legacy Subscriptions will no longer be available for new enrollment.

   Any Legacy Subscription enrolled on or before December 31, 2026, may remain active on a month-to-month basis through December 31, 2027. Effective January 1, 2028, all Legacy Subscriptions will cease to be available and will be migrated to a Service Level under this Agreement, as designated by the Dealer, or if no designation is made, a substantially equivalent Service Level reasonably determined by Company.

7. Payment Terms

   Each Service Level may be purchased for a term of one (1), three (3), or five (5) years.

   Dealer may:

   • Pay the applicable fees in monthly installments over the selected term; or
   • Prepay the full Service Fee for a three-year or five-year term and receive the following discount:
     • 3-year prepaid term: 5% discount
     • 5-year prepaid term: 10% discount.

   Billing and renewal dates are determined individually for each subscription based on its activation date and are not consolidated onto a common billing date.

8. Upgrades

   During the first ninety (90) days following activation of a Service Level or a Legacy Service Level, Dealer may upgrade a subscription. Downgrades or cancellations are not permitted during this ninety (90) day period. Following the ninety (90) day period, Dealer may upgrade or downgrade the subscription and may terminate the subscription in accordance with the Individual Subscription Termination provisions below.

9. Account Closure

   Either party may terminate this Agreement and end all subscriptions between Dealer and Company upon at least three (3) months' prior written notice. To be effective for a given month, notice of termination must be received no later than the 10th day of that month. If notice is received after the 10th day of a month, the notice period shall commence on the first day of the following month. Dealer remains responsible for all applicable Service Fees during the notice period, regardless of whether Dealer continues to use Parasol Services.

10. Individual Subscription Termination

    The Dealer may terminate an individual subscription by providing written notice to the Company.

    • Month-to-month: Termination effective upon receipt of notice.
    • One-year: the termination will be effective upon receipt of notice. No refund shall be payable for prepaid Service Fees.
    • Three-year: the termination will be effective upon receipt of notice. If Service Fees were prepaid, Company will refund the portion of the prepaid Service Fees attributable to any full, unused years remaining in the subscription term. No refund will be payable for any partial year, regardless of how much of that year remains unused. Any refund will be calculated based on the discounted prepaid amount actually paid by the Dealer.
    • Five-year: the termination will be effective upon receipt of notice. If Service Fees were prepaid, Company will refund the portion of the prepaid Service Fees attributable to any full, unused years remaining in the subscription term. No refund will be payable for any partial year, regardless of how much of that year remains unused. Any refund will be calculated based on the discounted prepaid amount actually paid by the Dealer.
11. Fees for AllCall Service.

    AllCall is a dedicated answering service that provides 24/7 non-technical support, via call, email, chat and/or text message, to Dealer's end-customers who are not subscribers to Parasol Services (the "Non-subscribers"). Company will provide AllCall service for all Non-subscribers, and all charges for such services shall be billed to and paid by Dealer.

    AllCall service fees are as follows:

    • Option 1: $3.50 per minute for call and $3.50 per 1 email, chat, or text;
    • Option 2: $20 per incident.

    Notwithstanding the foregoing, if a Non-subscriber contacts Parasol through a telephone number designated for subscribers to the Parasol Services, the applicable fee shall be $4.50 per minute for telephone calls and $4.50 per email, chat, or text interaction.

    1. Intellectual Property. Dealer acknowledges that the Company and its affiliates own all intellectual property associated with the Parasol Services, including but not limited to the OvrC platform. This Agreement shall in no way confer any license, right, title or interest to any patent, copyright, trademark or other proprietary right in Parasol or the Parasol system to Dealer. Notwithstanding the foregoing, Dealer shall have the limited, revocable license to display the Parasol logo and trademark (the "Marks") solely in conjunction with Dealer's promotion of Parasol Services provided that such display is in conformance with Parasol's then current brand standards and specifications. For the avoidance of doubt, all goodwill associated with Dealer's display of the Parasol Marks shall inure for the benefit of the Company.
    2. Effect of Termination.

       In the event this Agreement is terminated, Dealer shall, on termination:

       1. Immediately discontinue its use of any Parasol Marks and cease identifying itself as an authorized Parasol Dealer;
       2. Immediately remit all amounts due and owing to Company;
       3. Immediately destroy any and all confidential or proprietary information;
       4. Fully cooperate with the Company to transition any end customer accounts.
    3. Relationship of the Parties. Dealer is always an independent contractor. Nothing in this Agreement or arising from the conduct of the Parties hereunder is intended or does in fact or in law make either Party a general or special agent, joint venture, franchisee or franchisor, fiduciary, partner or employee. Nothing in this Agreement shall cause or create a fiduciary relationship between the Parties. Dealer shall not make any express or implied agreements with any third party on behalf of the Company. Company will not be obligated by or have any liability under any agreements made by Dealer with any third party, including but not limited to, any end customer agreement for Parasol Services.

Updated: October 28, 2026