Last updated: January 15, 2024
These Terms and Conditions (“Terms”) and the Gate Sentry Data Privacy Policy are Supplemental Terms of Service as referenced in the Gate Sentry Service Agreement 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 us with respect thereto.
PLEASE READ THE ENTIRETY OF THESE TERMS CAREFULLY. By subscribing to the Services, Subscribers acknowledge and agree that Subscribers have read and agree 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 You do not wish to comply with any terms of the Agreement, You should not access or use the Services.
3.1
Renewal Term. Following the 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.
3.2
Termination for Convenience. Without limiting the right of a party to terminate the agreement as provided herein, following the Initial Term a party may terminate the agreement for convenience upon written notice to the other party with a sixty (60) day notice prior to the expiration of the current term.
3.3
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.
3.4
Payments upon Termination. Upon the termination of the agreement, Subscriber shall pay to Gate Sentry all undisputed amounts due and payable hereunder, if any, and Gate Sentry shall reimburse any prepaid fees to Subscriber, if any.
3.5
Subscriber Data. Data shall include Subscriber’s Host information including Host names, addresses, phone numbers, email addresses. Gate Sentry will keep and maintain Subscriber Data in strict confidence, using such degree of care as is consistent with industry standards and applicable law to avoid unauthorized access, use, or disclosure, and will not sell, rent, distribute, or otherwise disclose Subscriber Data. Gate Sentry will ensure that adequate provisions are taken to make the data secure from unauthorized access.
3.6
Return of Subscriber Data. Upon the termination of the agreement, Gate Sentry will provide Subscriber with data transfer services, as needed/requested. Data transfer will include a final extract of the Subscriber Data.
4.1
Non-Disclosure of Confidential Information. Subscriber Data and Gate Sentry software, applications, data, and pricing shall be deemed to be Confidential. 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.
4.2
Pre-existing Materials. Subscriber 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.
4.3
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.
4.4
The provisions of this Section shall survive the termination of the agreement.
5.1
Relationship between Subscriber and Gate Sentry. Gate Sentry is an independent contractor with no authority to contract for Subscriber or in any way to bind or to commit Subscriber to any agreement of any kind or to assume any liabilities of any nature in the name of or on behalf of Subscriber. Under no circumstances shall Gate Sentry, or any of its staff, if any, hold itself out as or be considered an agent employee, joint venture, or partner of Subscriber.
5.2
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. Gate Sentry hereby consents and submits to the jurisdiction and forum of the state and federal courts in the State of Texas in all questions and controversies arising out of the agreement.
5.3
Dispute Resolution. Any claim, controversy, or dispute over services shall be resolved by mediation in accordance with the rules of the American Arbitration Association. The parties shall agree upon a single mediator who shall be an experienced mediator in Software as a Service issues. Decision or determination of the mediator shall be entered by the District Court for the county. Any and all discovery conducted in conjunction with such mediation shall be in accordance with the limited discovery provisions of the State of Texas Rules of Civil Procedure.
5.4
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.”
5.5
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.
5.6
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. Gate Sentry shall comply with Subscriber policies and procedures where the same are posted, conveyed, or otherwise made available to Gate Sentry.
5.7
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. Gate Sentry will cooperate with any Subscriber supplier performing services, and all parties supplying hardware, software, communication services, and other services and products to Subscriber. Gate Sentry agrees to cooperate with such suppliers and shall not commit or permit any act which may interfere with the performance of services by any such supplier.
5.8
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.
5.9
Customer Referrals / Advertising. Subscriber agrees that Gate Sentry may identify Subscriber as needed as a recipient of services in sales presentations, marketing materials, press releases, or for promotional purposes with other prospective clients.
5.10
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.
5.11
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.
5.12
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.
5.13
Counterparts; Facsimile. 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.
5.14
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 Subscriber and Gate Sentry as to the subject matter hereof.
If you have any questions about our subscription terms and conditions, please email us at support@gatesentry.com.
