Dealer Agreement From

DEALER AGREEMENT

This Dealer Agreement (“Agreement”), dated on even date and made part of that Dealer Agreement Acknowledgement (“Effective Date”) is made by and between REAL Mobile, Inc. A Florida Corporation (“REAL Mobile”) and as noted on Dealer Agreement Acknowledgment (“Dealer”).

DEALER, by accessing the REAL Mobile portal and facilities, acknowledges having read and agreement to the terms and conditions herein.

WHEREAS, REAL Mobile desires to appoint Dealer, and Dealer desires to accept such appointment, pursuant to the following terms and conditions.

NOW, THEREFORE, the parties agree as follows:

1.         DEFINITIONS

All capitalized terms used but not otherwise defined herein or in the Attachments hereto shall have the meaning set forth in this Section.

Approved Sales Area: As described in Attachment A, the geographic area that Dealer is approved to promote and sell the Service on a non-exclusive basis.

Authorized Handset: The only handsets that can be activated with a REAL Mobile SIM as provided in writing by REAL Mobile.

Dealer: A retailer that the REAL Mobile contracts with to offer and sell the Service.

End User: A Person who is a paying customer of the Service.

Hard Cards: A card or coupon with a PIN on it.

Marks: Trademarks, service marks, trade names, insignia, symbols, logos, trade dress, decorative designs, brand or the like.

Operator: A telecommunications carrier, including a Mobile Network Operator (MNO), that sells its services and associated products wholesale to REAL Mobile for resale to Agents and Dealer.

Person: Any individual, subsidiary, corporation, limited liability Company, partnership, co‑partnership, firm, joint venture, association, joint stock Company, trust, estate, unincorporated organization, governmental or regulatory body or other entity.

PIN: The numeric code that is issued via a dedicated terminal or a website which allows an End User to add either minutes of usage or a fixed dollar amount to their prepaid wireless account.

Portal: The tool that enables the REAL Mobile and its Dealers to activate and manage End Users. The Portal may include online, Interactive Voice Response (IVR) and a 1-800 number as options.

Service: The wireless communications services of REAL Mobile, including associated SIMs, PINs, Hard Cards, handsets and accessories, that REAL Mobile will provide under this Agreement for sale by Dealer pursuant to Section 3.

SIM Card or SIM: The chip that enables Service to be provided to an End User via an Authorized Handset.

2.         TERM

This Agreement can be terminated by the REAL Mobile at any time pursuant to paragraph 5, below. This Agreement is for TWO years (2) subject to review and renewal at the discretion of REAL Mobile.

This Agreement may be updated from time to time by REAL Mobile. Sufficient notice will be given Dealer.

3.         APPOINTMENT OF DEALER

1. Appointment. REAL Mobile hereby grants Dealer the nonexclusive right to promote, market, and sell the Service in the Approved Sales Area directly to Dealers or End Users under the terms and conditions of this Agreement and the Attachments attached hereto. Dealer agrees not to sell or provide access to the Services to End Users outside the Approved Sales Area unless otherwise approved in writing by REAL Mobile.

b.         Taxes. All taxes related to the compensation paid to Dealer shall be the sole responsibility of Dealer. Dealer shall be responsible for taxes and fees, including sales, use, valued added, license or excise, and regulatory surcharges, that are imposed on the End Users, except for usage charges in connection with the Service that are collected by REAL Mobile.

4.            Dealer RESPONSIBILITIES AND RESTRICTIONS

1. Sales and Operations. Dealer will be responsible for daily sales, marketing and operational activities, including: (i) providing activation support during normal business hours for all Approved Sales Area; and (ii) providing training and merchandising support at the store level.
2. Standards of Conduct. Dealer will be governed in all dealings by the highest standards of honesty, integrity, and fair dealings in connection with its performance and actions under this Agreement. Dealer represents that it will not engage in deceptive or false advertising practices, or make misleading or false representations about the Service or the associated products or services Dealer provides under this Agreement.Dealer will not make any representations or warranties to third parties (including, without limitation, End Users) on behalf of Operator or REAL Mobile.
3. Marketing and Promotion. Dealer shall use its best efforts to actively promote, market, and sell the Service.

1. Records. Dealer agrees to maintain at their principal place of business complete and accurate records of their business conducted pursuant to this Agreement. All copies of such records constitute Confidential Information. During the Term and for 1 year thereafter, REAL Mobile or its agent, to verify Dealer’s compliance with this Agreement, may visit Dealer’s premises and inspect books, records and procedures. REAL Mobile will give advance notice of 5 business days prior to any inspection under this section. Dealer will provide prompt and reasonable access to all relevant books, records, and procedures.

1. Activation Portal.

1. Dealer shall be granted access to a WebSite Portal for the activation and payment of REAL Mobile Service. Dealer may only activate Authorized Handsets for End Users.

1. Dealer will not allow any unauthorized access or use of the Portal. The only entities or persons authorized to use the Portal will be those that are issued a unique access code issued directly from REAL Mobile.

1. Authorized Handsets. Any unlocked mobile phone.
2. Ecommerce and Web Sites. Dealer shall neither (i) distribute, market or sell the Service, nor (ii) distribute, sell or electronically activate the Service over the Internet (e.g., through a web site), other than through the REAL Mobile website interface activation process.
3. Name and Branding.Dealer may not in any way remove, alter or replace the REAL Mobile branding on the Service, packaging, freight boxes, invoices, purchase orders or other REAL Mobile branded materials without prior written approval from REAL Mobile. In addition, Dealer shall not (i) add REAL Mobile branding on any documentation or material or (ii) in any other manner use REAL Mobile Marks, without the prior written consent of REAL Mobile.Dealeris expressly prohibited from incorporating any other Marks into the Service or from using any Mark that is confusingly similar to any of the REAL Mobile Marks. Dealer agrees that it will not, during the term of the Agreement or thereafter, challenge the validity or title of the REAL Mobile Marks. Dealer will promptly notify REAL Mobile of any infringement, misappropriation, or violation of REAL Mobile’s Marks or any of its intellectual property rights that comes to its attention. Dealer may not use the name or Marks of any network provider or wireless carrier, other than REAL Mobile, in any written or verbal communications associated with offering the Service.
4. Terms of Use; Acceptable Use. Dealer will not, and will require that its Dealers do not, encourage, permit or assist End Users to use the Service under any of the following circumstances (all of which may be ground for suspension or termination): (i) use equipment or devices that are not approved by REAL Mobile or the Operator in accordance with this Agreement, are defective, or are illegal; (ii) cause any technical or other problems on the facilities used by the Service; (iii) suspected fraudulent or unauthorized use of the facilities or Service; (iv) in violation of the REAL Mobile or Operator terms and conditions; (v) use of the Services is inconsistent with the acceptable use policy relating to the Service, as updated by REAL Mobile from time to time; (vi) authentication of the End User’s subscription is not possible; and (vii) End Users’ conduct that REAL Mobile or the Operator reasonably determines is materially detrimental to REAL Mobile, the Operator, the Service or the Operator network. If Dealer becomes aware of an End User’s use of the Service in a manner prohibited by this section, Dealer will use its best efforts to cooperate with REAL Mobile and stop the End User’s use.

j.          Fraudulent Usage. Neither Dealer nor any of its employees, agents or representatives, will assist, encourage, or participate in any Fraudulent Usage. “Fraudulent Usage” includes, but is not limited to, the following: (a) accessing, altering or interfering, or attempting or assisting another Person to access, alter or interfere, with the communications equipment or information of REAL Mobile, Operator or End User by rearranging, tampering or making any unauthorized connection with any wireless telephone equipment or facilities, or using any scheme, false representation or false credit devices, or by, or through, any other fraudulent means or devices whatsoever, whether within or outside of the Approved Sales Area (including, without limitation, the alteration, modification or other change to wireless telephone equipment that would be viewed by the facilities as the provision of Service to two wireless devices through one number); (b) using the Service in such a manner so as to interfere unreasonably with the use of Service by REAL Mobile, Operator or any End Users; (c) using the Service to convey information of a nature or in such a manner that renders the conveyance unlawful or to convey information found to be unlawful, including, but not limited to, a finding that the information was foul, profane, obscene, salacious or prurient, or to impersonate another person with fraudulent or malicious intent, or for any purpose in violation of the law, or in a manner that interferes unreasonably with the use of the Service by any other End User; (d) any other unauthorized, wrongful, or misappropriated use of Service (including, without limitation, cloning, compromised SIM algorithm, and subscription fraud) on a number, MSISDN, or SIM Card, whether or not the Number, MSISDN, or SIM Card is currently active and whether the use is by REAL Mobile or one of its End Users; and (e) using the Service or facilities in any manner that is in breach of the End User terms of service.

k          Content. Dealer shall not directly or indirectly distribute, or facilitate or encourage the use of content and materials, including end user content, that contain any material that: (a) is unlawful, obscene, or defamatory or violates any intellectual property rights or any other rights of any third party; (b) facilitates any illegal activity; (c) contains any sexually explicit content or images; (d) is false, misleading, or likely to mislead or deceive (including, without limitation, information relating to the source or the author of the message); or (e) promotes violence, discrimination, or illegal activities.

1. Lawful Process. Dealer will comply with lawful process and cooperate with REAL Mobile in responding to lawful procedures, including subpoenas regarding call‑related information within its custody or control, and government requests for lawful intercepts of End Users.
2.         Procedures. Dealer shall comply with any and all reasonable procedures of REAL Mobile for the solicitation and enrollment of End Users and shall use any agreement forms supplied by either for such purposes. REAL Mobile shall have the sole right, subject to applicable laws and regulations, if any, to reject the enrollment of any End User, if such End User does not meet REAL Mobile’s requirements, including the providing of accurate and non-fraudulent information.

1. Activations. Dealer shall maintain new activation pursuant to ATTACHMENT B

1. SRP and MAP: REAL Mobile may suggest a retail price (“SRP”) for the Products. Every such SRP is a suggested price only and there is no obligation on the Reseller to comply with the suggestion. Supplier may also set a Minimum Advertised Price (“MAP”) for the Products. Reseller hereby agrees not to advertise or sell the Products at prices that are less than the MAP. Advertising or selling the Products at prices below MAP by Reseller constitutes a breach of this Agreement by Reseller.

p          Trademarks; Copyright: Dealer shall not acquire any right to goodwill, trademark, service mark, copyright, or other intellectual or other property interest of REAL Mobile. Dealer shall not use REAL Mobile’s trademarks, service marks, logos or copyrighted material in any manner in connection with this Agreement or the sale of Products. Notwithstanding the above, during the Term of this Agreement Dealer may identify itself as a Reseller for the Products provided REAL Mobile has given prior written approval to all such identifications.

q          Advertising Guidelines: Any sale literature, advertising or other materials employed by or for Reseller in connection with the sale of Products that uses Supplier Trademarks, REAL Mobile Trademark, or copyright or other form of intellectual property owned by Supplier shall be submitted to Supplier for written approval, which may be conditioned or withheld for any reason at its sole discretion.

5. TERMINATION

6. Termination for Cause

   . Either party may terminate this Agreement for cause upon Default by the other party, provided that the other party has not cured such Default within thirty (30) days after the date of notice of the Default. For purposes of this section, Default shall mean:

(i)         with respect to either party, the material breach, nonperformance, or noncompliance by the party obligated to perform or comply with any material provision, condition, or covenant in this Agreement;

(ii)        with respect to either party, any assignment for the benefit of creditors or the filing of a voluntary or involuntary bankruptcy petition under the United States Code or any similar state statutes or insolvency laws or if a trustee, receiver, or other administrator is appointed to operate or administer either parties' business;

(iii)       with respect to Dealer, the violation, breach or other conflict of, or with, any FCC rule or regulation in connection with Dealer’s performance under this Agreement;

(iv)       with respect to Dealer, the violation, breach or other conflict of or with any other judicial, regulatory, state, federal or local law, rule, regulation, decree, order or other requirement in connection with Dealer’s performance under this Agreement; or

(v)        with respect to Dealer, any Fraudulent Usage (as defined in Section 4(j)) by Dealer (or its agents or representatives).

1. Immediate Termination.

(i)         REAL Mobile may terminate this Agreement immediately, without further liability to Dealer, if the wholesale arrangement with the Operator expires or is terminated for any reason.

(ii)        Either party may terminate this Agreement for cause immediately upon notice to the other party if the other party:

(a)        attempts to assign this Agreement in violation of Section 10(a); or

(b)        breaches of Section 7 (Confidentiality).

1. Termination without cause

(i) Notwithstanding anything contained to the contrary herein, REAL Mobile may terminate this agreement for any reason or no reason, with or without cause, and without further liability, by providing 45 days written notice to Dealer of its intention to so terminate this agreement.

1. Effect of Termination. Upon termination of this Agreement, Dealer and its personnel will immediately cease promoting, marketing, and otherwise selling the Service. Each party shall fully perform any and all obligations under this Agreement incurred prior to the effective date of termination. All amounts owed by Dealer to REAL Mobile shall become immediately due and payable. Except as otherwise expressly provided herein, Dealer’s right to receive any form of compensation hereunder, or in any amendment or addendum, shall automatically cease. REAL Mobile, in its discretion, and without prior notice to Dealer, may offset and recoup any sums owed or to become owed to REAL Mobile from Dealer against any sums owed by REAL Mobile to Dealer. Dealer acknowledges and agrees that any amounts so set off shall be deemed to be a recoupment of amounts owed to REAL Mobile. All Confidential Information as set forth in this Agreement and its Attachments, and all advertising and promotional materials as set forth in this Agreement and its Attachments, along with all other REAL Mobile or REAL Mobile property in Dealer’s possession shall be immediately returned to REAL Mobile or REAL Mobile.
2. Survival. The following provisions shall survive termination or expiration of this Agreement: 1, 3(d), 4(d), 4(h), 4(l), 6, 7, 8, 9 and 10 (c, d, g and h).
3. Solicitation. For a period of 12 months after termination, in the Approved Sales Area, Dealer shall not proactively solicit any REAL Mobile End Users to switch to another wireless service. In the event that it is determined that Dealer is proactively encouraging the soliciting of customers to another wireless service, as set forth above, Dealer will be responsible for the lost value of those switched End Users, with said value being due upon demand from REAL Mobile.
4. WARRANTIES; DISCLAIMER
5. Compliance with Laws and Regulations. Dealer represents, warrants, and covenants that it will comply in all material respects with all applicable local, state and federal laws and all applicable governmental rules, regulations and ordinances including, but not limited to, all electronic surveillance laws, any and all state public utility commission registrations, taxes and charges, CALEA and implementing rules, the Communications Act of 1934, as amended, international long distance (i.e., “Section 214 authority”), and the FCC implementing rules and orders (e.g., Customer Proprietary Network Information (“CPNI”) rules, compliance programs, certifications and filings), and that Dealer will not cause REAL Mobile to be in material violation of any applicable laws. Dealer is solely responsible for, and accordingly is solely liable for, ensuring that numbers that REAL Mobile or REAL Mobile makes available to Dealer are assigned, used and disconnected in accordance with all applicable laws, regulations, and industry numbering resource guidelines. REAL Mobile may modify this Agreement strictly to comply with any change in the law, or any order, directive, rule or regulation related to its practices. Dealer must store all of its End User information (including without limitation call transactional data, call associated data, call identifying data, End User information and End User billing records) in the United States. Dealer may not provide, authorize, or allow any third party (including subsidiaries and affiliates) to provide any End User information to any non-United States government. Dealer will ensure that any and all End User information is not and will not be subject to any mandatory foreign destruction laws.

b.         Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY, NOR REAL MOBILE, NOR THEIR AFFILIATES, MAKE ANY EXPRESS WARRANTIES, AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES, TO THE OTHER PARTY, DEALERS, REAL MOBILES, AGENTS, AND END USERS, CONCERNING THIS AGREEMENT AND THE SERVICE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT, TITLE, AND QUIET ENJOYMENT. REAL MOBILE PROVIDES THE SERVICE (INCLUDING ANY FUTURE SERVICES) AND THE FACILITIES “AS IS” AND “WHERE IS.” DEALER acknowledges that REAL MOBILE will have no liability except as expressly provided in this Agreement for any failure, defects, malfunctions or errors in the service or for the provision of Service to REAL MobileS, DEALERS or End Users.

7. CONFIDENTIALITY

8. Confidential Information

   . “Confidential Information” means all information of or relating to either party or to REAL Mobile (whether of a business, technical or other nature) that the other party knows or reasonably should know to be confidential or proprietary. Without limiting the generality of the foregoing, "Confidential Information" includes all information not generally known to the public that relates to the business, technology, finances, budgets, projections, proposals, practices of either party, including without limitation the existence or terms of this Agreement, and all information relating to either party’s business plans and proposals, marketing plans and proposals, technical plans and proposals, research and development, and pricing plans, and the relationship between the parties, including its existence. All Confidential Information of a party will be considered trade secrets of that party and will be entitled to all protections given by law to trade secrets. Any and all media (whether written, film, tape, optical, magnetic, opto‑magnetic or otherwise) embodying any of the information described above are also Confidential Information. Confidential Information does not include information that: (a) was in or entered the public domain through no fault of the receiving party; (b) the receiving party can show, by written evidence, was rightfully in the receiving party’s possession without any obligation of confidentiality prior to receipt thereof from the disclosing party; (c) is disclosed to receiving party by a third party legally entitled to make the disclosure without breach of any obligation of confidentiality; (d) is required to be disclosed by applicable laws or regulations (but only to the extent required to be disclosed and provided the receiving party provides notice to the disclosing party and complies with the disclosing party’s efforts to seek a protective or equivalent order); or (e) is independently developed by the receiving party without reference to any Confidential Information of the other party.

9. Non‑Disclosure of Confidential Information

   . During the Term and at all times thereafter, both parties and their respective employees and contractors may not directly or indirectly (a) use any Confidential Information for any purpose other than that for which it is used or disclosed under the terms of this Agreement; (b) disclose to any Person any Confidential Information of the other party or in any other way publicly or privately disseminate the Confidential Information; or (c) assist, authorize or encourage anyone else to use, disclose, or disseminate any Confidential Information of the other party. The parties will: (i) hold all Confidential Information in confidence using the same degree of care that the party uses to protect its own confidential and proprietary information (but in no event less than reasonable care); (ii) use the Confidential Information only for the purpose of performing obligations under this Agreement; (iii) reproduce any Confidential Information only to the extent necessary to perform its obligations; (iv) restrict disclosure of and access to the Confidential Information only to those employees and contractors who are directly concerned with, and who agree to maintain the confidentiality of, the Confidential Information; and (v) take all precautions necessary and appropriate to guard the confidentiality of the Confidential Information, including informing employees and contractors who handle the information that it is confidential and not to be disclosed to others. Upon termination of this Agreement, both parties will promptly return all Confidential Information in its (or its employees’ or contractors’) possession or control (including all originals and copies of all or any portion of any Confidential Information). Each party is responsible for ensuring compliance with this section by all of its employees and contractors. Any conduct violating the provisions of this section will constitute a material breach of this Agreement.

1. LIMITATION OF LIABILITY

   NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NEITHER REAL MOBILE NOR REAL MOBILE SHALL BE LIABLE TO DEALER OR ITS AGENTS FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITS, OPPORTUNITIES, DATA OR REVENUES OR OTHER SIMILAR INDIRECT DAMAGES ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.

   DEALER ACKNOWLEDGES THAT A BREACH OF THIS AGREEMENT MAY CAUSE REAL MOBILE TO BE IN BREACH OF ITS AGREEMENTS WITH ITS PARTNERS, INCLUDING THE OPERATOR(S), AND MAY CAUSE SUSPENSION OR TERMINATION OF ITS SERVICE FROM THE OPERATOR(S) AND/OR INDEMNITY OBLIGATIONS RELATED THERETO. ACCORDINGLY, DEALER HEREBY ACCEPTS FULL RESPONISBILITY FOR ANY DAMAGES CAUSED BY ITS BREACH, REGARDLESS OF THE NATURE OF THE DAMAGES.

2. INDEMNIFICATION

1. Indemnity. Dealer will defend, indemnify and hold harmless REAL Mobile and their parents, subsidiaries, affiliates, and their respective former, current and future officers, directors, employees, agents, insurers, contractors, successors and assigns (collectively, “Indemnified Parties”), from and against all third party claims, costs, liabilities, damages and expenses of every kind, including punitive damages, court costs, and reasonable attorneys’ and expert witness fees, incurred as a result of all third party claims, demands, actions, suits, arbitrations, assessments, adjustments or other proceedings (collectively, “Claims”), (i) arising from a breach of this Agreement[r1] , or any action or inaction in connection with this Agreement, by Dealer (including Dealer’s affiliates, officers, directors, employees, agents, dealers, end users and contractors); (ii) arising out of advertisements, promotional, or other marketing materials developed or used by Dealer or its agents; or (iii) brought by REAL Mobile, Dealers or End Users arising out of or relating to this Agreement.
2. Notification and Procedure. REAL Mobile will notify Dealer of any Claim to which these indemnification obligations may apply. Failure to provide prompt notice will not relieve Dealer of its obligation to indemnify, except and solely to the extent that Dealer is actually prejudiced by REAL Mobile’s failure to provide prompt notice. Subject to the following sentence, upon receiving notice of a Claim, Dealer will assume the defense of the Claim, employ counsel reasonably acceptable to the Indemnified Parties, and contest, pay, or settle the Claim as it may determine, except that Dealer will not enter into any settlement that adversely affects the Indemnified Parties’ rights or interests without the prior written consent of the Indemnified Party. Notwithstanding the preceding sentence, REAL Mobile is entitled to defend a Claim through counsel of their own choosing without the participation of Dealer and at Dealer’s expense, if: (i) Dealer fails or refuses to defend the Claim on or before the 15^th day after REAL has given written notice pursuant to this Section; or (ii) representation of Dealer and REAL Mobile by the same counsel has the potential to constitute a conflict of interest. At Dealer’s expense, REAL Mobile will provide reasonable cooperation to Dealer in connection with the defense or settlement of any Claim. At REAL Mobile’s or REAL Mobile’s expense, either party will be entitled to participate in the defense of any Claim.

1. GENERAL

1. Assignment. Dealer acknowledges that REAL Mobile has entered into this Agreement in reliance on its perception of the standing and ability of Dealer. Therefore, Dealer agrees that it may not assign this Agreement without the prior written consent of REAL Mobile, whose consent shall not be unreasonably withheld. Assignment under this Agreement includes a merger, consolidation or other transaction that leads to a change of control of Dealer.

b.      Insurance.  Dealer must, during the Term at its sole expense, obtain and keep in force the following insurance:  Commercial General Liability Coverage, including personal injury, bodily injury, advertising injury, property damage, products and completed operations, independent contractor coverage, and contractual liability, in an amount not less than $100,000 combined single limit for each occurrence, which limit requirements may be satisfied with a combination of general liability and umbrella coverage; Dealer will ensure that REAL Mobileis named as additional insured on policies required by this Section.  Dealer’s required insurance policies must be underwritten by reputable national insurers that are licensed to do business in the jurisdiction where that party is doing business, and will contain a waiver of subrogation for the benefit of REAL Mobile. Dealer agrees that, upon the request of REAL Mobile, certificates of insurance will be delivered to REAL Mobileas soon as practicable.  The provision of insurance required in this Agreement will not be construed to limit or otherwise affect Dealer’s liability to REAL Mobileor REAL Mobile.

1.        Governing Law, Jurisdiction, Venue. This Agreement and the rights and obligations of the parties under it will be construed in accordance with and be governed by the laws of the State of Florida, without regard to the conflict of laws or choice of law provisions thereof. Dealer hereby submits to the exclusive jurisdiction and venue of any state court sitting in Miami-Dade County, Florida or any federal district court for the district in which that county is located.

1. Notices. All notices and other communications under this Agreement will be given in writing (not email) and be deemed to have been duly given and effective: (i) upon receipt if delivered in person, or via fax copy; (ii) 1 day after deposit prepaid with a national overnight express delivery service; or (iii) 3 days after deposit in the United States mail.

Either party may change the following contact information upon written notice to the other party.

Notices are to be delivered or transmitted to:

If to REAL Mobile:       REAL Mobile

7095 Sunset Drive

Miami, Fl. 33143

Phone:                          305-663-8989

Fax:                              305-600-4786

Email:                           info@myrealmobile.com

If to Dealer:               

                                    As Noted on Dealer Agreement Acknowledgment

1. Relationship, Authority and Representations. Nothing in this Agreement creates or will be construed or implied to create a relationship of partners, general agency, joint venture, or employer and employee. No provision of this Agreement will be construed as vesting in Dealer any control whatsoever in the Service or operations of REAL Mobile, its affiliates or any other wireless carrier.

1. No Waiver. No failure by a party to take action on account of any default or breach of this Agreement by the other party will constitute a waiver of that default or breach, or of the performance required of the other party under this Agreement.

1. 1. In the event any provision of this Agreement shall be invalid, illegal or unenforceable, such provision shall be severable from the remainder of the Agreement and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

2. Third Party Beneficiary. REAL Mobile will be considered a third party beneficiary of this Agreement, and as such shall be entitled to all rights to enforce the obligations of Dealer and the remedies related to any breaches thereof

DEALER, by accessing the REAL Mobile portal and facilities, acknowledges having read and agreement to the terms and conditions herein.

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