Gate sentry
GATE SENTRY DEALER TERMS AND CONDITIONS
Last Updated: July 2026
These Terms and Conditions (“Terms and Conditions”) and the Gate Sentry Data Privacy Policy are Supplemental Terms of Service as referenced in the Gate Sentry Dealer MSA and are to be incorporated herein or therein, each as applicable, and in effect from time to time, collectively, the “Agreement”, which sets forth the terms and conditions under which Gate Sentry will provide its technology platform and/or any other services, applications and features offered or enabled by or through Gate Sentry with respect thereto.
PLEASE READ THE ENTIRETY OF THESE TERMS CAREFULLY. By signing the MSA, the Dealer acknowledges and agrees that Dealer has read and agrees to be bound by all terms of the Agreement and all applicable laws, rules and regulations. These Terms and Conditions are subject to change at any time. If Dealer does not wish to comply with any terms of the Agreement, Dealer should not sign the Master Service Agreement.
1. Term and Termination.
1.1
Renewal Term. Following the Dealer Initial Term and unless otherwise terminated, the agreement shall automatically renew for successive one (1) year terms (each, a “Renewal Term“) until such time as a party provides the other party with written notice of termination.
1.2
Termination for Convenience. Without limiting either party’s right to terminate this the Master Service Agreement for cause, either party may terminate this Agreement for convenience upon written sixty (60) day notice prior to the expiration of the current term; provided that Dealer has no active Subscriber accounts as of the effective date of termination.
1.3
Termination for Cause. If either party materially breaches any of its duties or obligations hereunder and such breach is not cured within thirty (30) calendar days after written notice of the breach, the non‑breaching party may terminate the agreement for cause with a 30-day written notice.
1.3.1
Retention of Subscriber Relationship. Upon termination of the Master Service Agreement, individual Subscribers will sign an agreement directly with Gate Sentry and transition to direct-bill clients.
1.4
Payments upon Termination. Upon the termination of the agreement, Dealer shall pay to Gate Sentry all undisputed amounts due and payable hereunder, if any, and Gate Sentry shall reimburse any prepaid fees to Dealer, if any.
2. Proprietary Rights.
2.1
Non-Disclosure of Confidential Information. Dealer Data and Gate Sentry software, applications, data, and Wholesale Rates and MSRP pricing shall be deemed to be Confidential. Subject to the laws of Texas, the parties agree to hold all Confidential Information in strict confidence and not to copy, reproduce, sell, transfer, or otherwise dispose of, give or disclose such Confidential Information to third parties other than employees, agents, or subcontractors of a party who have a need to know in connection with the agreement. The parties agree to advise and require their respective employees, agents, and subcontractors of their obligations to keep all Confidential Information confidential.
2.2
Pre-existing Materials. Dealer acknowledges that, in the course of performing the Services, Gate Sentry may use software and related processes, instructions, methods, and techniques that have been previously developed by Gate Sentry (collectively, the “Pre-existing Materials,” which includes Services) and that the same shall remain the sole and exclusive property of Gate Sentry.
2.3
No License. Except as expressly set forth herein, no license is granted by either party to the other with respect to Confidential Information or Pre-existing Materials. Nothing in the agreement shall be construed to grant to either party any ownership or other interest, in Confidential Information or Pre-existing Materials, except as may be provided under a license specifically applicable to such Confidential Information or Pre-existing Materials.
2.4
The provisions of this Section shall survive the termination of the agreement.
3. General Legal Limitations.
3.1
Relationship between Dealer and Gate Sentry. The Parties are independent contractors. Dealer has no authority to contract for Gate Sentry or in any way to bind or commit Gate Sentry to any agreement of any kind, to modify any warranty or commitment offered with the Services, or to assume any liabilities of any nature in the name of or on behalf of Gate Sentry. Under no circumstances shall Dealer, or any of its staff, hold itself out as or be considered an agent, employee, or partner of Gate Sentry. Nothing in the Agreement authorizes Gate Sentry to bind Dealer, or Dealer to bind Gate Sentry.
3.2
Governing Law. The agreement shall be governed by and construed in accordance with the laws of the State of Texas and the federal laws of the United States of America. Each Party hereby consents and submits to the jurisdiction and forum of the state and federal courts in Denton County in the State of Texas in all questions and controversies arising out of the agreement.
3.3
Dispute Resolution. Limitation of Liability. Neither party shall be liable for any indirect, special, and / or consequential damages (including lost profits, lost revenue, or loss of data) arising out of or in connection with the agreement. Gate Sentry’s maximum liability for any damages arising out of or related to this service agreement, whether in contract or tort, or otherwise, shall in no event exceed, in the aggregate, the total amounts actually paid to Gate Sentry during the most recent Monthly period during which the event giving rise to such claim arose. Any damage in Dealer’s favor against Gate Sentry shall be reduced by any refund or credit received by Dealer under the agreement and any such refund and credit shall apply towards the limitation of liability. This section shall survive the termination of the agreement.
3.4
Limitation of Liability. Neither party shall be liable for any indirect, special, and / or consequential damages arising out of or in connection with the agreement. Gate Sentry’s maximum liability for any damages arising out of or related to this service agreement, whether in contract or tort, or otherwise, shall in no event exceed, in the aggregate, the total amounts actually paid to Gate Sentry during the most recent Monthly period during which the event giving rise to such claim arose. Any damage in subscriber’s favor against Gate Sentry shall be reduced by any refund or credit received by subscriber under the agreement and any such refund and credit shall apply towards the limitation of liability. This section shall survive the termination of the agreement. “With the exception of damages directly attributable to Gate Sentry, Gate Sentry’s maximum liability for damages arising out of or related to this service agreement, whether in contract or tort, or otherwise, shall in no event exceed, in the aggregate, the total amounts actually paid to Gate Sentry during the most recent Monthly period during which the event giving rise to such claim arose.”
3.5
Indemnification. Dealer hereby agrees to indemnify, defend, release, and hold harmless Gate Sentry and its officers, directors, employees, and agents for any damages caused by any acts or omissions constituting one or more intentional torts, or gross negligence, of the Dealer. This obligation is in addition to, and not in limitation of, Dealer’s indemnification obligations under Section 7.6 of the MSA.
3.6
Insurance. Gate Sentry shall, at its own expense, maintain in full force and effect during the term of the agreement, policies of insurance for Cyber Liability with reputable insurance carriers duly qualified in those states (locations) where the Services are to be performed, covering the operations and liability of Gate Sentry, pursuant to the agreement. Dealer shall, at its own expense, maintain in full force and effect during the term of the agreement: (a) commercial general liability insurance covering Dealer’s installation, configuration, and maintenance activities; (b) workers’ compensation insurance as required by applicable law; and (c) automobile liability insurance covering vehicles used in the performance of Dealer’s obligations. Upon request, Dealer shall provide Gate Sentry with certificates of insurance evidencing such coverage and shall name Gate Sentry as an additional insured on its commercial general liability policy.
3.7
Compliance with Laws; Subscriber Policies and Procedures. Both parties agree to comply with all applicable federal, state, and local laws, executive orders and regulations issued, where applicable. Dealer shall comply with Gate Sentry policies and procedures where the same are posted, conveyed, or otherwise made available to Dealer.
3.8
Cooperation. Where agreement, approval, acceptance, consent or similar action by either party hereto is required by any provision of the agreement, such action shall not be unreasonably delayed or withheld. Each party will cooperate with the other by, among other things, making available, as reasonably requested by the other, management decisions, information, approvals, and acceptances in order that each party may properly accomplish its obligations and responsibilities hereunder. Each party will reasonably cooperate with the other party’s suppliers and subcontractors to the extent necessary for the performance of the Agreement; provided that nothing in this Section obligates Gate Sentry to support, integrate with, or warrant any third-party hardware, software, or services, consistent with Section 2.2 of the MSA.
3.9
Force Majeure; Excused Performance. Neither party shall be liable for delays or any failure to perform the Services or the agreement due to causes beyond its reasonable control. Such delays include, but are not limited to, fire, explosion, flood or other natural catastrophe, governmental legislation, labor difficulties, an act of war or sabotage, act of God, electrical, internet, or telecommunication outage that is not caused by either party, government restrictions (including the denial or cancellation of any license), or other events outside the reasonable control of either party.
3.10
Customer Referrals / Advertising. Dealer agrees that Gate Sentry may identify Dealer as needed as a recipient of services in sales presentations, marketing materials, press releases, or for promotional purposes with other prospective clients.
3.11
No Waiver. The failure of either party at any time to require performance by the other party of any provision of the agreement shall in no way affect that party’s right to enforce such provisions, nor shall the waiver by either party of any breach of any provision of the agreement be taken or held to be a waiver of any further breach of the same provision.
3.12
Notices. Any notice given pursuant to the agreement shall be in writing and shall be given by personal service or by United States certified mail, return receipt requested, postage prepaid to the addresses appearing at the end of the agreement, or as changed through written notice to the other party.
3.13
Assignment of Agreement. The Agreement and the obligations of Gate Sentry hereunder are personal to Gate Sentry and its staff. Gate Sentry or any successor, receiver, or assignee of Gate Sentry may directly or indirectly assign the agreement or the rights or duties created by the agreement, whether such assignment is effected in connection with a sale of Gate Sentry’s assets or stock or through merger, an insolvency proceeding or otherwise.
3.14
Counterparts. The Agreement may be executed in one or more counterparts, each of which shall be deemed an original, all of which together shall constitute one and the same Agreement. The parties agree that electronic signature may have the same legal effect as the original signature.
3.15
Entire Agreement. The signed Agreement together with these Terms and Conditions constitutes the entire agreement between the parties and supersede any and all previous representations, understandings, or agreements between Dealer and Gate Sentry as to the subject matter hereof.
If you have any questions about our dealer terms and conditions,
please email support@gatesentry.com