Wholesale Terms and Conditions

This Wholesaler Terms & Conditions (“Terms & Conditions”) is entered into by and between GuardianLink Networks and the Wholesaler, as defined in the Wholesaler Agreement and are collectively referred to as the “Parties,” and individually as a “Party.”

GuardianLink Networks, a distributor, has business agreements (“Supplier Agreements” or “Supplier Terms & Conditions”) to market, sell, and provide additional services and products for a variety of suppliers (“Suppliers”) through various marketing channels. These channels include direct sales by GuardianLink Networks and contracted Wholesalers. Therefore, the Wholesaler acknowledges and agrees to the following:

1 Entire Agreement

1.1 Entire Agreement: The Wholesaler Agreement and the Terms & Conditions, including any attachments, exhibits, or schedules, constitutes the entire agreement between the Parties regarding the subject matter herein. It supersedes all prior or contemporaneous understandings, agreements, representations, or warranties, whether written or oral, between the Parties concerning the subject matter of the Wholesaler Agreement and the Terms & Conditions.

1.2 Cross-Reference to Wholesaler Terms & Conditions: The Terms & Conditions are an integral part of the Wholesaler Agreement between GuardianLink Networks and Wholesaler and is intended to provide specific details related to pricing, payment terms, and all other relevant obligations referenced within both these Terms & Conditions and the Wholesaler Agreement.

1.3 Governing Terms & Conditions: Unless expressly modified or supplemented by these Terms & Conditions, all terms, conditions, and provisions of the Wholesaler Agreement remain in full force and effect and shall govern any matters not explicitly addressed herein. In the event of any conflict between the provisions of the Wholesaler Agreement and these Terms & Conditions, the terms of these Terms & Conditions shall prevail.

1.4 No Reliance on Prior Representations: The Parties acknowledge that they are not relying on any representations, statements, or warranties, whether oral or written, not expressly included in these Terms & Conditions. Any prior discussions or understandings are deemed merged into and superseded by these Terms & Conditions.

1.5 Modification: Any modification, amendment, or addition to these Terms & Conditions shall be binding only if made in writing and signed by both Parties or their authorized representatives. No modification shall be enforceable unless executed in writing by an authorized representative of each Party. Oral agreements or amendments are not valid or binding.

1.6 Waiver of Oral Modifications: The Parties expressly waive any right to claim that these Terms & Conditions have been modified by oral agreement or by course of conduct. All modifications must be in written form, signed by both Parties, to be valid and enforceable.

2 Relationship of Parties

2.1 Independent Contractor: The relationship between GuardianLink Networks and Wholesaler is that of an independent contractor. Wholesaler operates independently as a Wholesaler/consultant and is not an employee, franchisee, agent, or representative of GuardianLink Networks. Wholesaler shall not be entitled to any employee benefits, protections, or obligations typically afforded to employees of GuardianLink Networks.

2.2 No Authority to Bind: Wholesaler has no express or implied authority to act on behalf of, or bind, GuardianLink Networks in any manner, including entering into contracts, assuming obligations, or making representations. Any action taken by Wholesaler outside the scope of these Terms & Conditions will be the sole responsibility of Wholesaler, and GuardianLink Networks will bear no liability.

2.3 No Franchise or Employment Relationship: These Terms & Conditions expressly disclaim any relationship between the Parties resembling a franchisor-franchisee or employer-employee dynamic. Wholesaler is solely responsible for its business operations, marketing, expenses, and decisions.

2.4 Compliance and Legal Obligations: Wholesaler agrees to comply with all applicable local, state, and federal laws, including but not limited to tax, employment, and insurance obligations. Wholesaler is required to maintain all necessary licenses, permits, and insurance coverage, including but not limited to general liability and workers’ compensation insurance, to satisfy the requirements for individual contractors or businesses.

3 Territory

3.1 Right to Solicit Orders: Wholesaler is granted the non-exclusive right to solicit orders for products and services from potential End-Users within the territories defined by the Supplier Agreements, or as specifically outlined in Wholesaler Agreement of these Terms & Conditions.

3.2 Territorial Restrictions: Wholesaler agrees to operate strictly within the defined territories as set forth in the Supplier Agreements. Any solicitation or sales activities outside the assigned territories without prior written approval from GuardianLink Networks will be considered a breach of these Terms & Conditions.

3.3 Territorial Expansion: Wholesaler may request territorial expansion in writing, subject to GuardianLink Network’s approval. Any expansion or modification to the assigned territory must be mutually agreed upon and documented in an amended Wholesaler Agreement, which will become part of these Terms & Conditions.

3.4 Exclusive Rights: Wholesaler acknowledges that GuardianLink Networks may grant similar rights to other Wholesalers or Wholesalers within or outside the same territories. However, GuardianLink Networks reserves the right, at its discretion, to grant exclusive territories or products to high-performing Wholesalers based on performance metrics set forth by GuardianLink Networks.

3.5 Performance-Based Territory Adjustments: GuardianLink Networks reserves the right to adjust the Wholesaler’s territory based on performance reviews. If Wholesaler consistently fails to meet performance targets as outlined in Wholesaler Agreement, GuardianLink Networks may reduce the assigned territory or reassign certain territories to other parties.

4 GuardianLink Networks Right of Refusal

4.1 Discretionary Right: GuardianLink Networks reserves the right, in its sole and reasonable discretion, to refuse any business, sale, or request submitted by the Wholesaler for any reason, including but not limited to concerns over creditworthiness, compliance with these Terms & Conditions, or market viability.

4.2 Right to Review Orders: All orders submitted by Wholesaler are subject to review and approval by GuardianLink Networks. Approval or rejection of orders will be communicated to the Wholesaler within 1 business day of submission.

4.3 No Obligation to Accept: GuardianLink Networks is under no obligation to accept any orders, regardless of previous history, volume, or Wholesaler’s standing, if such orders do not align with GuardianLink Network’s business strategy, supplier agreements, or operational capacity.

4.4 Limited Recourse: In the event GuardianLink Networks exercises its right of refusal, WHOLESALER agrees that no damages, penalties, or claims may be made against GuardianLink Networks for such refusal. Wholesaler shall have no recourse against GuardianLink Networks for any business loss resulting from the refusal.

5 Grant of Wholesalership

5.1 Non-Exclusive Rights: GuardianLink Networks grants Wholesaler a non-exclusive right to purchase, market, and resell GuardianLink Networks products and services subject to the terms and conditions of these Terms & Conditions.

5.2 Authorization of Other Sellers: GuardianLink Networks retains the right, at its sole discretion, to authorize other Wholesalers, Wholesalers, or its own affiliated entities to market, sell, or perform any or all of the functions that Wholesaler performs under these Terms & Conditions. This includes granting overlapping rights within the same territory or product line.

5.3 Products and Services Availability: Wholesaler understands that GuardianLink Networks, at its sole discretion, may determine which products and services will be available for purchase and resale. Wholesaler’s rights to purchase and resell are limited to the products and services GuardianLink Networks makes available during the term of these Terms & Conditions.

5.4 Limitations on Rights: The grant of Wholesalership under these Terms & Conditions does not convey any rights of ownership or exclusive control over GuardianLink Network’s products, services, or intellectual property. Wholesaler is not granted any rights to alter, modify, or create derivative works from GuardianLink Network’s products or services without prior written consent.

5.5 Compliance with Supplier Terms & Conditions: Wholesaler agrees that all sales activities, marketing efforts, and resales will comply with the terms of the Supplier Terms & Conditions under which GuardianLink Networks operate. Wholesaler shall not engage in any activities that violate these agreements or create potential liabilities for GuardianLink Networks.

6 WHOLESALER Responsibilities

6.1 WHOLESALER agrees to the following responsibilities to maintain its status under these Terms & Conditions:

6.1.1 Service Standards: WHOLESALER shall provide prompt, professional-level service to all clients who have purchased GuardianLink Networks products and services from Wholesaler. Wholesaler is responsible for Tier 1 customer support, including addressing initial inquiries and troubleshooting. GuardianLink Networks will provide Tier 2 in-depth support for its own products and services exclusively to WHOLESALER, available Monday through Friday, 9 AM to 5 PM MST, via email at support@GuardianLinkNetworks.com

6.1.2 Compliance with Laws: Wholesaler agrees to comply with all present and future applicable federal, state, county, and local laws, ordinances, and regulations. Wholesaler is solely responsible for ensuring that its operations, sales practices, and marketing efforts are in compliance with such laws. Failure to comply with any applicable regulations will constitute a breach of these Terms & Conditions.

7 Price

7.1 Wholesale Pricing: The wholesale prices to be paid by WHOLESALER for GuardianLink Network’s products and services shall be established by GuardianLink Networks and outlined in Wholesaler Agreement. GuardianLink Networks retains the sole right to adjust wholesale prices at any time, with reasonable notice provided to Wholesaler. Any changes to the pricing will be effective as specified in Wholesaler Agreement.

7.2 Manufacturer’s Suggested Retail Price (MSRP): GuardianLink Networks shall establish the Manufacturer’s Suggested Retail Price (MSRP) for all products and services, which will also be outlined in Wholesaler Agreement. Wholesaler agrees to use the MSRP as a guideline and must maintain a reasonable resale pricing structure that aligns with the guidelines established by GuardianLink Networks.

7.3 Right to Adjust Prices: GuardianLink Networks reserves the exclusive right to adjust both the wholesale prices and the MSRP at its sole discretion. Any price changes, including but not limited to changes to the wholesale pricing and MSRP, will be communicated to WHOLESALER with a minimum notice of 30 days, unless otherwise specified in Wholesaler Agreement.

7.4 Reasonable Resale Pricing: WHOLESALER must maintain a resale pricing structure that reflects market conditions and GuardianLink Network’s guidelines. Wholesaler shall not sell any product or service below the established wholesale price unless explicitly authorized by GuardianLink Networks in writing.

7.5 Plan Costs: Specific details regarding the pricing of plans are outlined in Wholesaler Agreement. Wholesaler agrees to comply with the pricing structures and terms specified in Wholesaler Agreement, which may be amended by GuardianLink Networks from time to time.

7.6 Shipping Costs: Wholesaler shall bear full responsibility for all shipping costs incurred in the delivery of hardware and related products. Shipping charges will be calculated based on the delivery location, method, and any specific instructions provided by Wholesaler. GuardianLink Networks will coordinate the shipping process and provide Wholesaler with tracking information upon shipment. Any expedited shipping requests or changes made to standard delivery processes will be at Wholesaler’s expense. Wholesaler further agrees that shipping costs will be included on the invoice and subject to the same payment terms as the associated hardware purchase.

8 Payment and Credit Terms

8.1 Payment Terms for Hardware Purchases

8.1.1 All payments for hardware purchases made under accepted Purchase Orders (POs) are due in accordance with Net 30 terms. Payment shall be made via Automated Clearing House (ACH) transfer, which is the standard and preferred payment method. Wholesaler is required to ensure payment is received by GuardianLink Networks within 30 calendar days from the date of the invoice. If the 30th calendar days falls on a weekend or a recognized holiday, payment will be due on the preceding business day.

8.1.1.1 Credit Card Payments: Should Wholesaler opt to make a payment via credit card rather than ACH, a 3% surcharge will be added to the total invoice amount to cover processing fees. This surcharge will be reflected in the invoice and must be paid in full along with the outstanding balance at the time of the transaction.

8.1.2 Failure to comply with these payment terms may result in the suspension of services, delayed processing of future orders, or a late fee of 5% of the outstanding balance will be applied to any overdue payments exceeding 1 business day past the due date. This fee is in addition the other fees & penalties described in the Wholesaler Terms & Conditions. Repeated late payments may result in a reassessment of Wholesaler’s credit terms, a reduction in available credit limits and other fees and penalties as described in the Wholesaler Terms & Conditions.

8.2 Payment Terms for Monthly Data Plans

8.2.1 Monthly data plans associated with the hardware are prepaid and must be paid in advance for continued service. Payment for each month’s data plan is due by the 5th calendar day of each month. If the 5th falls on a weekend or a recognized holiday, payment will be due on the preceding business day.

8.2.2 Preferred Payment Method: Payments for data plans are to be made via ACH transfer, which is the standard payment method for these services.

8.2.2.1 Credit Card Payments: If Wholesaler chooses to make data plan payments via credit card, a 3% surcharge will be applied to the total amount due for that month’s data plan. This surcharge will be reflected in the invoice and must be paid along with the total balance at the time of the credit card transaction.

8.2.3 Failure to make payments by the due date may result in service interruption, suspension of the data plan, a late fee of 5% of the outstanding balance will be applied to any overdue payments exceeding 1 business day past the due date. This fee is in addition the other fees & penalties described in the Wholesaler Terms & Conditions. Repeated late payments may result in a reassessment of Wholesaler’s credit terms a reduction in available credit limits, and other fees and penalties as described in the Wholesaler Terms & Conditions or termination of services. WHOLESALER will be responsible for any disruption caused by late payment.

8.3 Credit Limit for Hardware Purchases

8.3.1 Wholesaler is approved for a credit limit of $0 for hardware purchases, subject to ongoing credit reviews by GuardianLink Networks. Wholesaler may submit POs up to the approved limit. Once this limit is reached, no additional orders will be processed until payments are made to bring the account within the available credit limit.

8.4 Right to Adjust, Suspend or Revoke Credit: GuardianLink Networks reserves the exclusive right, at its sole discretion, to increase, suspend, reduce, or revoke Wholesaler’s credit privileges at any time. This action may be taken based on payment history, creditworthiness, non-compliance with the terms of these Terms & Conditions, or any other reasonable factors determined by GuardianLink Networks.

8.5 Accounts Under Credit Suspension: Should GuardianLink Networks suspend or revoke credit, WHOLESALER will be notified in writing, and all future purchases must be made on a prepayment basis, either via ACH or credit card (subject to the 3% surcharge). The suspension of credit will not relieve WHOLESALER of its obligation to settle any outstanding balances under previously submitted orders.

9 Warranty

9.1 Standard Warranty: GuardianLink Networks shall provide a limited one-year warranty on all products sold to Wholesaler’s customers (“End Users”). This warranty covers defects in materials and workmanship under normal use during the warranty period.

9.2 Supplier Warranty Terms: The specific terms and conditions of the warranty are dictated by the Supplier agreements that govern the products. Wholesaler acknowledges that GuardianLink Networks’s warranty obligations are limited to the extent permitted by the Suppliers. Details of the warranty provided by the Suppliers are available upon request

9.3 Limitations of Warranty: The warranty does not cover any product damage caused by misuse, abuse, accidents, modifications, or any use not in accordance with the Supplier’s or GuardianLink Networks’s guidelines. Additionally, the warranty excludes coverage for normal wear and tear, cosmetic damage, or damages resulting from improper storage or transportation.

9.4 Warranty Claims: Wholesaler is responsible for handling initial warranty claims from End Users. Wholesaler agrees to work with GuardianLink Networks and the Supplier to facilitate the warranty claims process. Any warranty claim must be reported to GuardianLink Networks within 3 business days of Wholesaler receiving notice from the End User.

9.5 No Implied Warranties: Except as expressly provided herein or in the Supplier agreements, GuardianLink Networks disclaims all other warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Wholesaler acknowledges that GuardianLink Networks provides no warranty beyond the scope of what is provided by the Supplier.

10 Acknowledgment of GuardianLink Network’s SUPPLIER’S Intellectual Property

10.1 Ownership of Intellectual Property: Wholesaler hereby acknowledges and agrees that all products, trademarks, copyrights, trade secrets, and proprietary processes related to GuardianLink Networks’s Suppliers and their products shall remain the sole and exclusive property of GuardianLink Networks and its Suppliers. Wholesaler does not, by these Terms & Conditions or otherwise, acquire any license, ownership, or rights to use these intellectual properties, except as expressly granted herein.

10.2 Restrictions on Use of Intellectual Property: Wholesaler is prohibited from using any trademarks, copyrights, trade secrets, or proprietary processes owned by GuardianLink Networks or its Suppliers in any manner, including but not limited to, sales and advertising, business or corporate branding (i.e., on letterhead, business cards, websites, etc.), unless explicit written permission is granted by GuardianLink Networks or the applicable Supplier.

10.3 Authorized Use: Wholesaler is only permitted to use GuardianLink Networks’s Supplier trademarks and intellectual property to identify itself as an “Authorized Wholesaler” of GuardianLink Networks’s products and services. Any such use must comply with guidelines provided by GuardianLink Networks or its Suppliers.

10.4 Reporting Violations: In the event that Wholesaler becomes aware of any violation of GuardianLink Networks’s or its Suppliers’ copyrights or trademarks by a third party, Wholesaler agrees to promptly notify GuardianLink Networks in writing, providing full details of the violation.

10.5 Confidentiality of Intellectual Property: Wholesaler acknowledges that all intellectual property provided by GuardianLink Networks, including but not limited to trademarks, copyrights, trade secrets, proprietary processes, and other confidential information, shall remain confidential. Wholesaler agrees not to disclose, distribute, or utilize such intellectual property in any unauthorized manner.

10.6 Remedies for Breach: In the event of any breach of this provision by WHOLESALER, GuardianLink Networks reserves the right to seek injunctive relief, liquidated damages, and any other legal or equitable remedies available under the law. Wholesaler acknowledges that such breaches may cause irreparable harm to GuardianLink Networks and its Suppliers, and monetary damages alone may not be an adequate remedy.

11 Non-circumventions

11.1 Non-Circumvention Obligation: During the term of these Terms & Conditions, Wholesaler agrees not to directly or indirectly contact, initiate, or attempt to do business with any officers, directors, shareholders, consultants, employees, agents, suppliers, or technology service providers of GuardianLink Networks without the prior written consent of GuardianLink Networks. This includes any individual or entity that has been introduced to Wholesaler by GuardianLink Networks for the purpose of conducting business related to GuardianLink Networks’s products or services.

11.2 Prevention of Circumvention: Wholesaler acknowledges that the purpose of this provision is to prevent circumvention that would deprive GuardianLink Networks of profits, fees, or other benefits due under these Terms & Conditions. Wholesaler agrees not to take any action that would result in GuardianLink Networks being bypassed or deprived of the full benefit of any business relationships, opportunities, or transactions involving GuardianLink Networks’s suppliers or service providers.

11.3 Written Approval Requirement: Any exceptions to this non-circumvention provision must be specifically approved in writing by GuardianLink Networks on a case-by-case basis. Wholesaler must obtain written approval before engaging in any business dealings that could potentially conflict with GuardianLink Networks’s rights under these Terms & Conditions.

11.4 Consequences of Circumvention: If Wholesaler violates this non-circumvention provision, GuardianLink Networks shall be entitled to liquidated damages in the amount of 200% of the gross profits GuardianLink Networks would have realized had the circumvention not occurred. Wholesaler acknowledges that such liquidated damages are a reasonable estimate of the harm caused by circumvention and agrees to pay such damages upon demand.

11.5 Termination and Legal Remedies: In the event of a violation of this provision, GuardianLink Networks reserves the right to immediately terminate these Terms & Conditions without prior notice. Additionally, GuardianLink Networks may seek all available legal and equitable remedies, including but not limited to injunctive relief, recovery of lost profits (as described in section 9.4), and reimbursement of legal fees and costs.

12 Indemnification

12.1 Indemnification by Wholesaler: Wholesaler agrees to indemnify, defend, and hold harmless GuardianLink Networks, its officers, directors, employees, agents, suppliers, and affiliates (collectively, the “Indemnified Parties”) from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or related to:

12.1.1 Wholesaler’s breach of these Terms & Conditions or any warranties, representations, or covenants made herein;

12.1.2 Any negligent, reckless, or willful misconduct by Wholesaler or its employees, agents, or contractors;

12.1.3 Any violation of federal, state, or local laws, regulations, or ordinances by Wholesaler in connection with its performance under these Terms & Conditions;

12.1.4 Wholesaler’s unauthorized use of any intellectual property, trade secrets, or confidential information provided by GuardianLink Networks or its Suppliers; and

12.1.5 Any claims made by Wholesaler’s customers, Wholesalers, or other third parties based on the products or services sold by Wholesaler, except to the extent such claims result directly from defects in the products or services provided by GuardianLink Networks or its Suppliers.

12.2 Notice of Claim: In the event that an Indemnified Party seeks indemnification under this section, it shall promptly notify Wholesaler in writing of the claim, lawsuit, or other action giving rise to the claim. Wholesaler shall immediately take control of the defense and settlement of such claim, including the employment of counsel reasonably satisfactory to the Indemnified Party. Wholesales shall not settle any claim without the prior written consent of the Indemnified Party if such settlement requires the Indemnified Party to admit liability or pay any amounts.

12.3 Cooperation: The Indemnified Party agrees to cooperate fully with Wholesaler in the defense of any claim, including providing access to information, documents, and personnel that may be necessary to assist Wholesaler in defending the claim.

12.4 Indemnification by GuardianLink Networks: Subject to the limitations of liability set forth in these Terms & Conditions, GuardianLink Networks agrees to indemnify and hold Wholesaler harmless from and against any third-party claims solely arising from defects in the products or services provided directly by GuardianLink Networks. This indemnification obligation does not extend to claims arising from Wholesaler’s negligence, misconduct, or failure to comply with the terms of these Terms & Conditions.

12.5 Limitation of Liability: The indemnification obligations of Wholesaler and GuardianLink Networks under these Terms & Conditions are subject to the Limitation of Liability provisions in Section13 Disclaimer and Limitation of Liability, which shall apply to all claims, losses, and liabilities related to or arising under this section.

13 WHOLESALER’S Representations and Warranties

13.1 Authority and Capacity: Wholesaler represents and warrants that it has full legal and corporate power and authority to enter into these Terms & Conditions, execute and deliver all documents related hereto, and perform its obligations under these Terms & Conditions. Wholesaler further represents that the execution, delivery, and performance of these Terms & Conditions do not and will not conflict with or violate any provision of its organizational documents or any agreement to which it is a party.

13.2 Compliance with Laws: Wholesaler represents and warrants that it has carefully reviewed these Terms & Conditions and that its use of the products and services rendered hereunder shall be designed, installed, furnished, and maintained in full compliance with all applicable federal, state, and local laws, administrative and regulatory requirements, including but not limited to any applicable industry standards and codes. Wholesaler shall be solely responsible for applying for, obtaining, and maintaining all necessary licenses, registrations, permits, and certifications required by any authority having jurisdiction over its operations or business activities under these Terms & Conditions.

13.3 No Impairment: Wholesaler represents and warrants that entering into these Terms & Conditions and performing its obligations hereunder will not impair its ability to carry out other contractual obligations or violate any law, regulation, or existing contractual relationship with any third party.

13.4 Due Diligence and Suitability: Wholesaler acknowledges that it has conducted due diligence in evaluating the products and services provided by GuardianLink Networks and that its decision to enter into these Terms & Conditions is based on its own independent assessment of the suitability of the products and services for its business operations. Wholesaler agrees that it is solely responsible for the suitability, installation, and maintenance of the products and services for its own and its customers’ purposes.

13.5 No Misrepresentations: Wholesaler represents and warrants that all information it has provided to GuardianLink Networks, including financial information, is true, accurate, and complete. Wholesaler further represents that it will not make any false or misleading representations regarding the products or services offered by GuardianLink Networks and agrees to promptly notify GuardianLink Networks of any changes to the information provided during the term of these Terms & Conditions.

14 Changes to Products or Services

14.1 Assumption of Risk by Wholesaler: Wholesaler acknowledges that any changes or modifications it makes to its customers’ firewall settings, equipment, or services—whether requested by the customer or initiated by Wholesaler—may result in reduced levels of security, including but not limited to the potential for unsecured access to customer networks.

14.2 Liability for Changes: In the event Wholesaler requests or implements any such changes to firewall settings, equipment, or services, Wholesaler assumes full responsibility for any risks, liabilities, or damages that may result from the changes. This includes, but is not limited to, security breaches, data loss, system downtime, or other network vulnerabilities that may arise from such modifications.

14.3 No GuardianLink Networks Liability for Unauthorized Changes: Wholesaler understands and agrees that GuardianLink Networks shall not be liable for any losses, damages, or liabilities arising from changes or modifications made by Wholesaler or its customers to products or services. Wholesaler shall not hold GuardianLink Networks responsible for any diminished performance, security failures, or network vulnerabilities caused by unauthorized or improperly implemented changes.

14.4 Notice of Changes: Wholesaler agrees to promptly notify GuardianLink Networks in writing of any significant changes made to customers’ equipment, firewall settings, or services that may affect the performance or security of the products provided by GuardianLink Networks. Failure to provide notice does not relieve Wholesaler of any liability for such changes.

15 Disclaimer and Limitation of Liability

15.1 Data Transmission Security: Wholesaler acknowledges that data transmission security services provided by GuardianLink Networks or its Suppliers are not foolproof and cannot be guaranteed. GuardianLink Networks makes no guarantees regarding the security or uninterrupted availability of such services. Neither GuardianLink Networks nor its Suppliers shall be liable for any damages, including but not limited to data loss or damage, arising from the use of these services. This exclusion does not apply to any warranties or service level agreements (SLAs) specifically provided by GuardianLink Networks for communication services under these Terms & Conditions.

15.2 Limitation of Liability for Services and Hardware: Wholesaler understands and agrees that GuardianLink Networks provides services, hardware, software, and documentation to Wholesaler “as-is,” with no express or implied warranties. GuardianLink Networks shall not be held liable for any delay in service commencement, failure of services (including beta services), or issues arising from third-party hardware or software used in connection with GuardianLink Networks services. Wholesaler accepts full responsibility for ensuring that any third-party software or hardware meets their requirements and acknowledges that GuardianLink Networks assumes no obligation to correct errors in third-party software.

15.3 Warranty Disclaimers: Neither GuardianLink Networks nor its Suppliers make any warranties, whether express or implied, including but not limited to warranties of merchantability, title, non-infringement, or fitness for a particular purpose. All warranties are expressly disclaimed unless otherwise specified in these Terms & Conditions or the Supplier agreements.

15.4 Limitation on Damages: GuardianLink Networks’s liability under these Terms & Conditions, whether arising from contract, tort, or any other legal theory, shall not exceed the total amount of fees paid by Wholesaler to GuardianLink Networks during the term of these Terms & Conditions. Under no circumstances shall GuardianLink Networks or its licensors be liable for any indirect, special, incidental, or consequential damages, including loss of profits, business interruptions, or loss of data, even if GuardianLink Networks has been advised of the possibility of such damages.

15.5 Compliance and Reporting: Wholesaler acknowledges that any compliance-related reports, including PCI, HIPAA, or other security compliance reports, provided by GuardianLink Networks are intended for illustrative purposes only. These reports are not a substitute for comprehensive audits or professional compliance services, and Wholesaler agrees that additional procedural and technological measures may be required to meet full compliance. GuardianLink Networks is not a licensed auditor and does not guarantee full compliance based solely on its reporting.

15.6 Third-Party Services Disclaimer: GuardianLink Networks disclaims all warranties, express or implied, with respect to third-party services or products provided by its Suppliers. This includes any warranties of merchantability, title, non-infringement, or fitness for a particular purpose. GuardianLink Networks will not be liable for damages or disruptions arising from the use or failure of third-party services, and Wholesaler agrees to hold GuardianLink Networks harmless from any claims related to such services. Wholesaler acknowledges that third-party services are provided “as-is” without any guarantees.

15.7 Wholesaler Responsibility for Security Audits: Wholesaler agrees that it is responsible for auditing and verifying any security changes, updates, or requests related to compliance before approving or making any changes to GuardianLink Networks products or services. Wholesaler accepts full responsibility for the impact of such changes on their own network or security environment.

16 Disconnection of Services, Deactivation of Device(s), and Late Fee(s)

16.1 Payment Requirements: Wholesaler agrees that all payments for hardware and monthly services are due as specified in the invoice. All data plans are pre-paid and must be paid in full before the activation process is initiated. Payments for equipment purchases shall be set up via ACH, and Wholesaler is required to maintain a valid credit card on file for monthly data plans.

16.2 Disconnection for Late Payment: In the event that payment is not received by GuardianLink Networks within 5 days of the payment due date, GuardianLink Networks reserves the right to disconnect monthly services and deactivate the device(s) associated with the unpaid account. Wholesaler will be responsible for any disruptions caused by the deactivation of services.

16.3 Late Fees and Penalties: If payment for services remains unpaid for more than 5 days past the due date, Wholesaler agrees to pay a late fee of 5% of the outstanding amount for each month the payment remains overdue. In the event of two or more instances of late payment within a 12-month period, GuardianLink Networks reserves the right to adjust Wholesaler’s payment terms to require prepayment for all future orders and services. Additionally, GuardianLink Networks may charge a recurring penalty of 10% of the overdue amount for each subsequent month the payment remains unpaid.

16.4 Notice of Non-Payment: GuardianLink Networks will notify Wholesaler in writing of any non-payment, providing Wholesaler with a 5-day grace period to rectify the payment deficiency. If payment is not made within this time frame, GuardianLink Networks may immediately deactivate services and devices, with no further notice required. Wholesaler acknowledges that once services are deactivated, any disputes related to the disconnection must be raised within 3 business days of deactivation; after this period, Wholesaler waives the right to dispute the deactivation.

16.5 Right to Terminate for Repeated Late Payments: Should services be disconnected more than twice within a 12-month period, GuardianLink Networks reserves the right to terminate these Terms & Conditions immediately. Wholesaler will remain responsible for any unpaid balances or fees that have accrued up to the point of termination.

16.6 Cancellation of Data Plans: GuardianLink Networks reserves the right to cancel any data plans if a Supplier cancels or terminates its contract with GuardianLink Networks. In such an event, Wholesaler acknowledges that no cancellation fees will be owed to GuardianLink Networks.

17 Cost of Collection

17.1 Responsibility for Collection Costs: In the event of any non-payment under these Terms & Conditions, Wholesaler agrees to be fully responsible for all costs incurred by GuardianLink Networks in the collection of overdue amounts. This includes, but is not limited to, collection agency fees, court costs, and any reasonable attorneys’ fees.

17.2 Attorney Fees: Wholesaler acknowledges and agrees that any legal actions taken by GuardianLink Networks to collect unpaid balances, including litigation or arbitration, will entitle GuardianLink Networks to recover all reasonable attorney fees incurred as a result of the non-payment, in addition to the overdue balance and any applicable late fees.

17.3 Interest on Overdue Amounts: In addition to collection costs, Wholesaler agrees to pay interest on any overdue amounts at the rate of 5% per month or the maximum rate allowed by applicable law, whichever is lower, from the date the payment was due until the overdue amount is paid in full.

18 Severability

18.1 Severability Clause: If any provision, or part of any provision, of these Terms & Conditions is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision or part thereof shall be deemed severed from these Terms & Conditions. The remainder of the Terms & Conditions shall continue in full force and effect, and the invalid, illegal, or unenforceable provision shall be replaced by a valid, legal, and enforceable provision that, to the greatest extent possible, achieves the intended commercial purpose of the original provision.

18.2 Preservation of Intent: The Parties agree that they will negotiate in good faith to replace any invalid, illegal, or unenforceable provision with a provision that reflects the original intent of the Parties as closely as possible, while remaining valid and enforceable under applicable law.

19 Governing Law and Jurisdiction

19.1 Governing Law: These Terms & Conditions shall be governed by, and construed in accordance with, the laws of the State of _________, without regard to its conflict of law principles. The Parties agree that _______ law will apply to all matters arising from or related to these Terms & Conditions, including any disputes regarding its interpretation, performance, or enforcement.

19.2 Exclusive Jurisdiction and Venue: All disputes, claims, or controversies arising out of or related to these Terms & Conditions shall be brought exclusively in the state or federal courts located in ____________ county, ____________State. Both Parties irrevocably submit to the exclusive jurisdiction of these courts for the purpose of resolving any such disputes.

19.3 Waiver of Objections to Venue: The Parties expressly waive any right to object to the jurisdiction or venue of the state or federal courts located in _______________, on the grounds of inconvenient forum or any other legal theory. The Parties further waive any right to assert that the courts in _______________, lack personal jurisdiction over them.

19.4 Attorneys’ Fees and Costs: In the event of any legal action to enforce or interpret the terms of these Terms & Conditions, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, court costs, and other related expenses from the non-prevailing party, in addition to any other relief awarded by the court.

20 Audit Rights

20.1 Audit of Sales and Compliance: GuardianLink Networks reserves the right to audit Wholesaler’s sales records, pricing practices, and compliance with these Terms & Conditions at any time, upon providing at least 7 days’ written notice. Wholesaler agrees to fully cooperate with any such audit and to provide all necessary records, documentation, and access to systems reasonably required to facilitate the audit.

20.2 Scope of Audit: The audit may include, but is not limited to, reviewing Wholesaler’s sales practices, customer transactions, pricing structures, adherence to GuardianLink Networks’s pricing guidelines, and compliance with applicable laws and the terms of these Terms & Conditions.

20.3 Consequences of Non-Compliance: If the audit reveals any non-compliance with these Terms & Conditions, including but not limited to underreported sales or improper pricing practices, GuardianLink Networks reserves the right to:

20.3.1 Immediately terminate these Terms & Conditions,

20.3.2 Require repayment of any underreported amounts,

20.3.3 Hold Wholesaler liable for all costs associated with the audit, including reasonable attorneys’ fees, and

20.3.4 Pursue any other legal or equitable remedies available to GuardianLink Networks.

20.4 Costs of the Audit: If the audit reveals any material non-compliance, including underreporting of sales or improper pricing practices, WHOLESALER agrees to reimburse GuardianLink Networks for the full cost

21 Automatic Renewal and Non-Renewal

21.1 Automatic Renewal: The Wholesaler Agreement and these Terms & Conditions shall automatically renew for successive one-year terms unless either Party provides written notice of non-renewal at least 90 days prior to the end of the current term. The notice must be in writing and delivered via certified mail, email with confirmation of receipt, or another verifiable method.

21.2 GuardianLink Networks’s Right to Decline Renewal: GuardianLink Networks reserves the right to decline renewal if Wholesaler fails to meet performance expectations, including but not limited to sales targets, pricing compliance, or adherence to the terms of these Terms & Conditions. GuardianLink Networks may also decline renewal if Wholesaler violates any local, state, or federal laws that affect their ability to perform under these Terms & Conditions.

21.3 Performance Review: Wholesaler’s performance will be subject to review prior to each renewal period. GuardianLink Networks may, at its discretion, require Wholesaler to meet specific performance benchmarks as a condition for renewal, which will be outlined in a written notice delivered prior to the renewal review.

21.4 Modification of Terms for Renewal: GuardianLink Networks reserves the right to modify the terms of the Terms & Conditions, including but not limited to pricing, territories, or sales expectations, as a condition of renewal. Wholesaler will be provided with written notice of any proposed modifications at least 60 days prior to the renewal date, and such modifications will be binding if the Terms & Conditions are renewed.

22 Force Majeure

22.1 Neither Party shall be liable for any failure or delay in performing its obligations under these Terms & Conditions (except for payment obligations) if such failure or delay is due to events beyond the reasonable control of the affected Party, including but not limited to acts of God, war, terrorism, government action, labor strikes, fire, floods, pandemics, or any other similar events (“Force Majeure Events”).

22.1.1 Notification: The affected Party shall promptly notify the other Party in writing of the Force Majeure Event and use commercially reasonable efforts to mitigate the effects of the event.

22.1.2 Suspension of Performance: During the duration of the Force Majeure Event, the affected Party’s obligations under these Terms & Conditions will be temporarily suspended. If the Force Majeure Event continues for more than 30 days, either Party may terminate these Terms & Conditions upon written notice to the other Party.

22.1.3 Resumption of Performance: Once the Force Majeure Event ceases, the affected Party shall resume performance of its obligations under the Terms & Conditions as soon as reasonably practicable.

23 Confidentiality

23.1 Confidential Information: Both Parties agree that any non-public, proprietary, or confidential information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) during the term of these Terms & Conditions, whether orally or in writing, and identified as confidential or which by its nature would be understood to be confidential, including but not limited to business plans, pricing, customer data, technical information, and trade secrets (“Confidential Information”), shall be treated as confidential by the Receiving Party.

23.2 Non-Disclosure: The Receiving Party agrees not to disclose, use, or permit the disclosure or use of any Confidential Information for any purpose other than as necessary to fulfill its obligations under these Terms & Conditions, unless required by law or with the prior written consent of the Disclosing Party.

23.3 Exclusions: Confidential Information does not include information that

23.3.1 is already known to the Receiving Party without breach of these Terms & Conditions,

23.3.2 becomes publicly available through no fault of the Receiving Party,

23.3.3 is independently developed by the Receiving Party, or

23.3.4 is disclosed to the Receiving Party by a third party without restriction.

23.4 Return or Destruction: Upon termination of these Terms & Conditions or upon request of the Disclosing Party, the Receiving Party agrees to return or destroy all Confidential Information, including copies or reproductions thereof.

23.5 Duration: The confidentiality obligations set forth in this section shall survive the termination of these Terms & Conditions for a period of 2 years.

24 Dispute Resolution

24.1 Good Faith Negotiation: In the event of any dispute, claim, or controversy arising out of or related to these Terms & Conditions, the Parties agree to first attempt to resolve the dispute through good faith negotiations. Each Party shall provide written notice of the dispute and allow a reasonable opportunity for both Parties to resolve the matter amicably.

24.2 Mediation: If the Parties are unable to resolve the dispute through negotiation within 30 days of the initial notice, either Party may request that the dispute be submitted to non-binding mediation. The mediation shall be conducted by a mediator mutually agreed upon by the Parties, and the mediation costs shall be shared equally between the Parties. The mediation shall take place in a mutually agreed location.

24.3 Arbitration: If the dispute is not resolved through mediation, it shall be submitted to binding arbitration, to be conducted in accordance with the rules of the American Arbitration Association (AAA) or another mutually agreed-upon arbitration service. The arbitration shall take place __________________________, and the arbitrator’s decision shall be final and binding on the Parties. The arbitrator shall have the authority to award attorneys’ fees and costs to the prevailing Party.

24.4 Litigation: If arbitration is not pursued, or if either Party seeks judicial relief for any reason, the exclusive venue for litigation shall be the state or federal courts located in _________________, as outlined in Section 18 Governing Law and Jurisdiction.

24.5 Exceptions: Notwithstanding the foregoing, GuardianLink Networks may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property rights, Confidential Information, or any other rights requiring immediate judicial intervention.

25 Non-Compete

25.1 Non-Compete Obligation: During the term of these Terms & Conditions and for a period of 2 years following its termination or expiration, Wholesaler agrees not to directly or indirectly engage in any business or provide any services that are in direct competition with GuardianLink Networks, including the marketing, sale, or distribution of products or services substantially similar to those offered by GuardianLink Networks, within the geographic territories where Wholesaler operated under these Terms & Conditions.

25.2 Restrictions on Business Activities: Wholesaler agrees not to:

25.2.1 Establish, operate, or participate in any business that competes with GuardianLink Networks’s products or services;

25.2.2 Solicit, attempt to solicit, or accept business from any customer or client of GuardianLink Networks who was serviced by Wholesaler during the term of these Terms & Conditions for the purpose of selling products or services similar to those offered by GuardianLink Networks;

25.2.3 Solicit or recruit any employee, contractor, or agent of GuardianLink Networks to engage in business activities competitive with GuardianLink Networks.

25.3 Exceptions: The non-compete obligations set forth in this section shall not apply to business activities that Wholesaler is already engaged in before entering into these Terms & Conditions, provided that Wholesaler discloses such activities to GuardianLink Networks in writing prior to executing these Terms & Conditions.

25.4 Reasonableness: The Parties acknowledge that the scope, duration, and geographical restrictions contained in this non-compete clause are reasonable and necessary to protect the legitimate business interests of GuardianLink Networks, including its customer relationships, proprietary information, and goodwill.

25.5 Remedies for Breach: In the event of a breach or threatened breach of this non-compete clause, GuardianLink Networks shall be entitled to seek injunctive relief, specific performance, or any other equitable remedy to prevent or restrain such breach. Wholesaler agrees that GuardianLink Networks’s entitlement to these remedies shall not preclude it from seeking any other legal or equitable remedies available under applicable law, including monetary damages.