SERVICE AGREEMENT
Last Updated July 28th, 2020, 12:12pm ET
Miami, Beach, FL

This Service Agreement (“Agreement”) applies to any order for GateGuard Products and Services (individually and collectively, an “Order”) mutually agreed upon and executed by GateGuard, Inc., a Delaware corporation with an address at 1520 Alton Road, Miami Beach, #888, FL 33139 (“Provider,” “GateGuard” or “We”) and the customer set forth on the applicable Order (“Subscriber” or “You”). Provider and Subscriber may each be hereinafter referred to as a “Party” and collectively as the “Parties”.

NOTE: You are also bound by the Terms of Service ( https://gateguard.xyz/legal/terms.php ) and Privacy Policy ( https://gateguard.xyz/legal/privacy.php ).

NOTE: This contract includes a binding arbitration agreement. Please read it, and the entire contract, fully and carefully.

1. DEFINITIONS

1. “Affiliate” of a Person (as defined below) means any other Person that directly or indirectly (including through intermediaries), controls, is controlled by, or is under common control with, such Person. For purposes of this definition only, “control” means the power to cause the direction or the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise, and “controlled by” and “under common control with” have correlative meanings.

2. “Authorized User” means Subscriber’s employees, contractors, tenants, and third-party service providers who are authorized by Subscriber to access and use the Subscription Services (as defined below) that have been supplied user identifications and passwords by Subscriber (or by Provider at Subscriber’s request) and who have agreed to Provider’s standard terms and conditions for access and use of the Subscription Services.

3. “Confidential Information” means all technical and non-technical data or information as defined in Section 7.

4. “Documentation” means the end-user documentation for the Products and Services as made available by Provider.

5. “Effective Date” means the date this Agreement is entered into by the Parties (which may be indicated by Subscriber clicking on “agree” or any other synonymous language where this Agreement is agreed to electronically, or by placing an Order, by requesting Provider’s Services, or by any other action demonstrating Subscriber’s intent to enter into this Agreement.

6. “Fees” means the Product Fees and the Subscription Fees.

7. “Intellectual Property Rights” means all intellectual property rights and related proprietary rights arising under the laws of all jurisdictions worldwide, including: (a) patents and patent applications, including any continuation, continuation-in-part, divisional and provisional applications and any patents issuing thereon and any reissues, reexaminations, substitutes and extensions of any of the foregoing; (b) all registered and unregistered trademarks, service marks, trade or brand names, other proprietary indicia, logos, and symbols and all goodwill associated with any of the foregoing; (c) original works of authorship, registered and unregistered copyrights, and copyright applications; (d) designs, inventions (whether or not patentable), marketing and educational tools, formulae, processes, know-how, technology, and business methods; (e) software, database, and computer rights; and (f) trade secrets and other proprietary information or know-how.

8. “Maintenance Security Deposit” means a non-refundable security deposit of $849 for each delivered Product, acting as a guarantee or protection that the Product will be protected or that monies due under this Agreement will be fulfilled by Subscriber. Provider may apply any or all of the Maintenance Security Deposit to cure Subscriber’s default or breach of this Agreement, to cover damages or repairs, or to cover operational or maintenance expenses or costs Subscriber would otherwise be required to pay (e.g., Labor Rates).  In event the Maintenance Security Deposit falls below the required amount, Provider may require Subscriber to replenish the Maintenance Security Deposit and Subscriber shall replenish the Maintenance Security Deposit within seven (7) days of Provider’s request. 

9. “Person” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.

10. “Product Fees” means the one-time fees for Products as set forth on an Order.

11. “Product Software” means the Provider software that is incorporated into the Products in object code form.

12. “Products” means those Provider products set forth on an applicable Order, including the Product Software incorporated therein.

13. “Professional Services” means implementation services and any other professional services that Provider may provide to Subscriber under this Agreement, and as may be set forth in more detail on an Order.

14. “Services” means the Subscription Services and Professional Services.

15. “Subscription Services” means the subscription services Provider will provide to Subscriber under this Agreement, and as set forth in more detail on an Order.

16. “Subscription Fees” means the recurring subscription fees for Subscription Services and as set forth on an Order, which are incurred in full by the Subscriber on the date of each Order and which may be paid for, in accordance with the terms herein, over the Term of the Subscription Services period

2. PRODUCTS

1. Subject to the terms and conditions of this Agreement, Provider shall supply Subscriber with the Products set forth on each applicable Order. All Orders shall be governed by this Agreement. In the event of any conflict between the terms contained in this Agreement and the terms contained in an Order, the terms of this Agreement shall control, unless the Order explicitly references a section of this Agreement to be superseded, in which case the terms of the Order shall control with respect to such section, but only to the extent of the conflict. The Parties may communicate regarding Orders via electronic means including electronic mail.

2. The MSRP of each Product (GateGuard intercom device) is $8649. Bulk orders are eligible for discounted pricing off the MSRP as follows:

3. Your Discount Rate: 
   

One (1) Device/Product for $3699 (All other quantities as-is).

4. Product Fees for each Order are due in full within seven (7) days of submission of the Order. Upon receipt of full payment of the Product Fees, Provider will initiate shipment or delivery of the ordered Products to Subscriber. The Products will be deemed accepted by Subscriber upon delivery. 

5. Within 30 days of delivery of the ordered Products, Subscriber may return the Products in the same condition in which they were delivered to Subscriber, reasonable wear and tear excepted. Delivery of the returned Products shall be via a method acceptable to Provider. Within 30 days of receipt of the returned Products, Provider shall return the Product Fees paid by Subscriber for the returned Products, provided that Provider reserves the right to charge a restocking fee of twenty-five percent (25%) of the MSRP price for each returned Product. No returns of Products will be accepted more than 30 days after delivery.

6. Within 30 days of the delivery of the ordered Products, Subscriber shall pay a nonrefundable Maintenance Security Deposit of $849 for each delivered Product.

7. Subject to the terms and conditions herein, Provider hereby grants to Subscriber a non-exclusive, non-transferable (except in accordance with Section 11.A. below) license, without the right to sublicense, to run the Product Software as incorporated into the Products during the Term solely for Subscriber’s use of the Product in conjunction with any Services ordered under this Agreement. The Product Software is licensed, not sold to Subscriber.

3. SERVICES

1. Subject to the terms and conditions of this Agreement (a) Provider shall use commercially reasonable efforts to provide Subscriber with the Services set forth on each applicable Order; and (b) Provider hereby grants Subscriber a non-exclusive, non-transferable (except in accordance with Section 11.A.), non-sublicensable right during the Subscription Term to access and use the Subscription Services solely for the purpose of receiving the Subscription Services for Subscriber’s internal business operations. Subscriber acknowledges and agrees that (i) use of Provider’s hardware Products is subject to the additional terms and conditions set forth in the documentation for such Products, and (ii) use of Provider’s end-user mobile application related to the Subscription Services is subject to additional terms and conditions set forth in the end user license agreement for such mobile application. Subscriber acknowledges and agrees that Provider may, at its discretion, display certain content via the Subscription Services and mobile application.

2. Unless otherwise noted on an applicable Order, Subscriber is solely responsible for the installation of all hardware Products. Provider shall have no liability to Subscriber or any third party related to the performance or non-performance of installation services by Subscriber or its third-party contractor. Subscriber is also responsible for the provision of adequate infrastructure for the operation of the hardware Products, including power, internet connectivity, and low-voltage electrical connections.

3. Provider may, at its sole discretion, offer optional installation services. Installation Fees for such services will be quoted to Subscriber upon request. Sample Installation Fee quotes are provided for referenced below and are subject to change.

4. Each Device is equipped with cellular data capabilities. Currently, the Subscription Fees detailed in Section 4 include up to 1 GB of cellular data usage per month. If Subscriber exceeds 1 GB of cellular data usage in a given month, Subscriber will be billed at a rate of $17 per additional GB of cellular data used (price subject to change). Subscriber Acknowledges that, in the future, GateGuard’s current agreement(s) with existing cellular provider(s) may change or expire, such that GateGuard itself may not be able to provide data service in the future. In such a scenario, GateGuard will provide Subscriber with 30 days notice or, in the event Provider is unable to provide 30 days’ notice, then GateGuard will provide reasonable notice given the circumstances to Subscriber, and provide Subscriber with guidance and support to enable Subscriber to independently obtain cellular service necessary to maintain the Device’s operability. 

5. Subscriber shall not use the Subscription Services: (a) in violation of this Agreement; (b) to infringe, misappropriate, or violate the Intellectual Property Rights of any third party or any rights of publicity or privacy; or (c) to violate any law, statute, ordinance or regulation. In addition, Subscriber shall not interfere with or attempt to interfere with or disrupt the integrity, security, functionality or operation of the Subscription Services, or access the Subscription Services by any means except those provided by Provider.

6. Subscriber is responsible for maintaining the confidentiality and security of the account information provided to it by Provider or created by Subscriber for its Authorized Users. Subscriber is fully responsible for all activities that occur under such account information (except for activities caused by the gross negligence or willful misconduct of Provider). In event Subscriber suspects or becomes aware of any unauthorized use of its account information, Subscriber shall immediately notify Provider of the same.

4. FEES AND PAYMENT

1. Product Fees and Maintenance Security Deposits are invoiced as outlined in Section 2. 

2. Within 30 days of the installation of each ordered Product, Subscriber shall pay a one-time Setup Fee. The Setup Fee is computed as $6 for each resident Subscriber enrolls to use the Product.

3. Subscription Fees for the full duration of the Subscription Term are invoiced in advance once the Products are installed based on the below pricing table.

1. We also estimate how much a typical building will save assuming they are able to eliminate $250/mo in expenses (such as by eliminating internet bills, Uber trips to unlock the door, overbilling by vendors, intercom repair costs, etc.), labeled as “Approximate SAVINGS”. However, these savings are not in any way guaranteed and may be different or non-existent for some buildings, largely dependent on the work building management puts-in to generate such savings.

4. Discounted Subscription Fees per your discount code will be:

NONE APPLIED HERE

5. Subscriber shall pay all Fees within thirty (30) days after receipt of an invoice thereof. Subscriber may pay amounts due under this Agreement by credit card or check mailed to Provider’s address as set forth in the preamble of this Agreement. Subscriber is financially responsible for any affiliated credit card fees. No payment received by Provider constitutes payment to Provider until such payment is actually collected in full by Provider and credited to Subscriber’s balance or account; provided, however, Subscriber is financially responsible for all chargebacks processed by Provider during the Term, resulting from Subscriber’s dishonored payments. 

6. Provider reserves the right to change Product Fees at any time and Subscription Fees upon renewal of Subscriber’s Subscription Term, provided Provider provides Subscriber with thirty (30) days prior written notice of any such changes.

7. All undisputed Fees are non-cancelable and non-refundable. Subscriber must email any billing disputes to [email protected] within thirty (30) days of receipt of the applicable invoice, and Subscriber waives any disputes not made within that time.

8. Provider will invoice Subscriber for all reasonable and pre-approved travel expenses and other out-of-pocket expenses Provider incurs in providing any Services at any Provider property or facility, and Subscriber shall pay all such invoices within thirty (30) days of receipt of the same.

9. Late payments will accrue interest at a rate of one and one-half percent (1.5%) per month, or the highest rate allowed by applicable law, whichever is lower. In the event Provider delivers an invoice for any Fees or interest payments owed hereunder to Subscriber, Subscriber shall pay the invoiced amounts within thirty (30) days of receipt of such invoice.

1. In the event Subscriber misses two  (2) monthly payments at any point during the Term, Subscriber’s monthly Subscription Fee increases by $20 per month, for the remainder of the Term. 

2. Notwithstanding anything to the contrary herein, if any payment obligation under this Agreement is not paid when due, the remaining unpaid balance and any accrued interest shall become due and payable immediately, at the option of the Provider. No failure or delay by Provider in exercising Provider’s right under this section constitutes a waiver of such right.

3. The Parties agree any provisions related to fees and/or accrued interest incurred due to defaults of, or late, payment, and any acceleration provision are not considered penalty provisions; rather, these provisions are designed to ensure full and timely payment of the terms herein. The Parties further agree such provisions are a material part of this Agreement and were bargained for as valuable consideration in order for the Parties to enter into this Agreement. The Parties agree the amounts included in any payment default provisions are the best forecast that can currently be used for damages Provider will suffer should Subscriber fail to make timely and complete payments as agreed upon hereunder, because precise measure of damages in the event of default or breach are not ascertainable at the time this Agreement is entered into. If breach or default occurs, Provider shall be awarded its costs and expenses incurred related to enforcement of this provision and for collection, including its attorney’s fees, as well as any other relief agreed upon herein.  

10. The Fees do not include any sales, use or similar local, state, federal, government, or foreign taxes, levies or duties of any nature (“Taxes”). Subscriber is responsible for paying any and all all Taxes, excluding only taxes based on Provider’s income. Subscriber is responsible for paying any and all related costs and expenses not expressly agreed upon herein.  If Provider has the legal obligation to pay or collect Taxes for which Subscriber is responsible under this section, the appropriate amount shall be invoiced to and paid by Subscriber unless Subscriber provides Provider with a valid tax exemption certificate authorized by the appropriate taxing authority.

11. Subscriber shall, at all times during the Term, at Subscriber’s expense, maintain applicable insurance policies, including general commercial liability insurance, in occurrence forms. All policies required by this section shall: (i) be in forms, and issued by carriers, reasonably acceptable to Provider, and shall be admitted to do business in the state where Products are to be delivered; (ii) be in an amount of at least one (1) million Dollars (US$1,000,000.00) per occurrence and at least two (2) million Dollars (US$2,000,000.00) in aggregate coverage. These coverages are minimum required amounts and Subscriber shall carry higher amounts if it is commercially reasonable to do so. Subscriber shall provide Provider with a copy of all Insurance policies, as well as certificates of insurance and an endorsement naming Provider as an additional insured at least thirty (30) days prior to the first shipment of Products under this Agreement, and Subscriber shall further provide Provider with proof of payment of Insurance premiums whenever requested. All insurance policies shall contain provisions requiring at least thirty (30) days’ prior written notice to Provider prior to any cancellation or modification, and shall also contain commercially reasonable waiver of subrogation provisions. In addition to the insurance coverages listed in this Section, Subscriber shall also carry any other coverages which are consistent with commercially reasonable practices.

5. TERM AND TERMINATION

1. The term of this Agreement commences upon the Effective Date of the applicable Order and, subject to earlier termination as set forth herein, continues until the expiration of the last-to-expire Order for Services (the “Term”). Each Order for Services shall continue for the subscription term specified therein (“Subscription Term”), and will automatically renew for subsequent Subscription Terms unless either Party notifies the other of its intent not to renew such Subscription Term no less than thirty (30) days prior to the expiration of the current Subscription Term.

2. Subscriber may terminate any Order, or this Agreement and all Orders, for convenience at any time upon ninety (90) days prior written notice to Provider. There are fees for terminating. Please read carefully, as acceptance of this Agreement expressly accepts these termination fees.

1. Device/Product Termination Fees: After installation, the full retail cost of the device, minus any device fees paid, is due upon termination, and any discounts are no longer applicable. That is, if you terminate after paying $1000 toward the device (as an example only), but the retail price of the device is $8649, you will owe $7649. That is because discounts (even bulk discounts) are offered to our subscribers with the understanding that we will be earning continual recurring revenue while providing you with the services and products agreed upon in this Agreement, for the agreed upon duration.

2. Service Termination Fees: After installation, the full contract value of your Agreement is due, minus $18/month. That is, if you have 1000 months remaining at $49 a month, you owe us 1000 times $41. That is because devices which are installed cannot be used elsewhere (opportunity cost to us).

3. Either Party may terminate an Order, or this Agreement and all Orders, effective upon written notice to the other Party, if the other Party materially breaches an Order or this Agreement and does not cure the breach within thirty (30) days after the non-breaching Party notifies it in writing of the breach. In addition, either Party may terminate this Agreement and all Orders, effective immediately upon written notice to the other Party, if the other Party (a) infringes, misappropriate or violates the Intellectual Property Rights of the non-breaching Party; (b) becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, or liquidation for the benefit of creditors; or (c) commits any breach of this Agreement that is incapable of cure. Provider reserves the right to limit or suspend Subscriber’s access to and use of the Services if Subscriber fails to pay any undisputed Fees when due, or otherwise breaches this Agreement or any Service Order. Provider shall have no liability to Subscriber for any limitation, suspension or termination of access to or use of the Services pursuant to this Section.

4. The following Sections shall survive the expiration or termination of this Agreement: 1, 4 (with respect to any amounts that remain outstanding), 5.D., 6, 7, 8, 9, 10 and 11.

6. INTELLECTUAL PROPERTY

1. Subscriber acknowledges any and all Intellectual Property Rights in the Products and Services and are and shall remain the property of Provider, and Subscriber shall not at any time during the Term or after the expiration or termination of this Agreement in any way question or dispute the ownership thereof by Provider. To the extent Subscriber obtains any rights in the Products or Services or any Intellectual Property Rights therein, Subscriber hereby assigns all of its right, title and interest in and to the same to Provider. All rights not expressly granted under this Agreement are reserved to Provider.

2. As between Provider and Subscriber, Provider shall own all data collected, generated, processed or stored by the Products and Services (excluding the personal identifying information of Subscriber’s personnel or residents), and may use such data for its business purposes, provided that Provider shall not share any data with any third party in a non-anonymized or non-aggregated manner without Subscriber’s consent.

3. Except as otherwise specifically permitted under this Agreement, or as otherwise agreed by the Parties in writing, Subscriber shall not (as applicable) use, copy, modify, create derivative works of, distribute, sell, pledge, sublicense, lease, loan, rent, timeshare or provide access to the Products or Services nor permit any third party to do any of the foregoing. Subscriber acknowledges that the Products and Services contain the valuable trade secrets of Provider; consequently, except as may be expressly permitted by applicable law, Subscriber shall not (a) derive or attempt to derive the source code of all or any portion of the Product Software or Services by any means, (b) reverse engineer, decompile, disassemble, or translate the Products or Services or any portion thereof, or (c) sublicense, transfer and/or assign the Products or Services to any third party (except in accordance with Section 11.A.), whether with or without consideration, (d) render any services to third parties using the Products or Services; (e) remove or in any manner alter any product identification, proprietary, trademark, copyright or other notices contained in the Products or Services; or (f) permit any third party to do any of the foregoing.

4. Feedback. Any and all suggestions for correction, change and modification to the Products or Services and other feedback Subscriber provides to Provider (collectively “Feedback”) are and will remain the property of Provider. Subscriber acknowledges and expressly agrees that any contribution of Feedback does not and will not give or grant Subscriber any right, title or interest in the Products or Services or in any such Feedback. All Feedback becomes the sole and exclusive property of Provider, and Provider may use and disclose Feedback without further notice or compensation to Subscriber and without retention by Subscriber of any proprietary or other right or claim. Subscriber hereby assigns to Provider any and all right, title and interest that Subscriber may have in and to any and all Feedback. At Provider’s request and expense, Subscriber will execute any document, registration or filing required to give effect to the foregoing assignment.

5. Subscriber shall reasonably assist Provider with marketing support and/or activities at no third-party cost or expense to Subscriber. Such marketing support and/or activities shall include serving as a public reference for Provider with respect to customer use, participating in questionnaires and surveys in connection with case studies, and cooperating with press releases with respect to Subscriber’s use of Provider’s Products and Services. Without limiting the foregoing, Subscriber may grant upon written request from Provider permission to publish Subscriber’s names, corporate logos and/or service marks in any form of media in connection with any advertising, marketing and other promotional materials developed by Provider. Notwithstanding the foregoing, Provider, upon request by Subscriber, will cease to use Subscriber’s names, corporate logos and/or service marks in any marketing materials which are printed subsequent to such request and shall, upon such request, remove such names, corporate logos and/or service marks from its web site.

7. CONFIDENTIALITY

1. A Party receiving Confidential Information (the “Receiving Party”) shall hold all Confidential Information in strict confidence and shall not disclose any Confidential Information to any third party, without prior written approval of the Disclosing Party, which shall be made on a case-by-case basis and in the Disclosing Party’s sole discretion. Notwithstanding the foregoing, either Party may disclose this Agreement to its professional advisors and potential and actual investors and/or acquirers, provided such persons are subject to written confidentiality obligations no less protective than the terms of this Section. In addition, the Receiving Party will use at least the same standard of care as it uses to protect its own Confidential Information of similar nature to protect the confidentiality of the Confidential Information of the Party disclosing such Confidential Information (the “Disclosing Party”), and in no event less than reasonable care. The Receiving Party agrees to promptly notify the Disclosing Party upon discovery of any unauthorized use or disclosure of the Confidential Information. The restrictions on disclosure will not apply to Confidential Information which is required to be disclosed by a court, government agency or regulatory requirement, provided that Receiving Party shall first notify the Disclosing Party of such disclosure requirement or order and use reasonable efforts to obtain confidential treatment or a protective order. The Receiving Party acknowledges the Disclosing Party is neither responsible nor liable for any business decisions made by the Receiving Party in reliance upon any Confidential Information disclosed pursuant hereto.

2.  All obligations of the Receiving Party regarding Recipient’s use and disclosure of Confidential Information continues until such time as the Confidential Information becomes publicly known through no action of the Receiving Party.  Confidential Information does not include information: (i) proven to have been known to the Receiving Party prior to its receipt, pursuant to this Agreement; (ii) in the public domain at the time of disclosure to the Receiving Party or thereafter enters the public domain without breach of the terms of this Agreement;; (iii) was or is received from a third party with no obligation of confidentiality owed to Disclosing Party; or (iv) is independently developed by or at the direction of Receiving Party without any use of the Confidential Information. All Confidential Information is and shall remain the property of the Disclosing Party.  By disclosing Confidential Information to the Receiving Party, the Disclosing Party does not grant any express or implied right to the Receiving Party to the Disclosing Party’s patents, copyrights, trademarks, trade secret information, or any other Confidential Information. The Parties agree any Confidential Information is made available "as is" and no warranties are given or liabilities of any kind are assumed with respect to the quality of such Confidential Information; including, but not limited, to its fitness for the purpose, non-infringement of third-party rights, accuracy, completeness, or correctness.

3. The Receiving Party understands and agrees the Disclosing Party would suffer immediate and irreparable harm in the event of any breach of any of the Receiving Party’s obligations under this Agreement, that monetary damages would not be an adequate remedy for any breach of this Agreement and, therefore, that the Disclosing Party shall be entitled to appropriate equitable relief, including an injunction and an order for specific performance, as a remedy for any such breach in addition to any other relief to which it is entitled, including but not limited to monetary damages, and that Disclosing Party shall not be required to post a bond or other security to obtain such equitable relief.

8. WARRANTY AND DISCLAIMER

1. Each Party represents and warrants that (a) it has the full corporate right, power and authority to enter into this Agreement, (b) the execution of this Agreement by and the performance of its obligations and duties hereunder do not and will not violate any agreement to which it is a party or by which it is bound, (c) this Agreement constitutes the legal, valid and binding obligation of such Party, in accordance with their terms; and (d) it will comply with all applicable law in the performance of its obligations and duties hereunder.

2. Provider hereby represents and warrants that (a) it will provide the Services in a manner consistent with general industry standards applicable to services similar to the Services and in accordance with the service levels set forth in Schedule A attached hereto; and (b) it and its third party service providers that host the Subscription Services will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Subscriber’s electronic data and information submitted by or for Subscriber to the Subscription Services or collected and processed by or for Subscriber using the Subscription Services. In the event of a breach of the warranty in (a), Provider shall, as its sole and exclusive obligation and Subscriber’s sole and exclusive remedy, promptly reperform the affected Services at no additional cost to Subscriber. In the event of a breach of the warranty in (b), Provider shall, as its sole and exclusive obligation and Subscriber’s sole and exclusive remedy, at Provider’s option and expense, (x) modify the affected Products or Services so that they are no longer infringing; (y) replace the affected Products or Services with substantially similar alternate products or services; or (z) if neither of the options in (x) or (y) is commercially practicable as determined in Provider’s sole discretion, accept a return of the affected Products or Services and issue Subscriber a pro-rated refund of any amounts Subscriber paid therefor.

3. Provider shall have no liability or obligation for any breach of the warranties set forth in this Section resulting from: (a) the use or combination, by Subscriber, of the Products or Services with any other software or hardware not supported by Provider; (b) causes external to the Products or Services, such as problems with the hardware, network, power or other infrastructure of Subscriber; (c) unauthorized or improper use of the Products or Services by Subscriber; or (d) any modification of the Products or Services by anyone other than Provider.

4. SUBSCRIBER REPRESENTS AND WARRANTS SUBSCRIBER IS AWARE AND ACKNOWLEDGES PROVIDER IS A NEWER BUSINESS AND THE PRODUCTS AND SERVICES PROVIDED HEREUNDER UTILIZE NEWER TECHNOLOGY; AS SUCH, PRODUCTS AND SERVICES HEREUNDER MAY NO LONGER BE ABLE TO BE PROVIDED DUE TO LEGAL CHALLENGES, BUSINESS OR FINANCIAL CHALLENGES, CHANGES IN GOVERNING RULES OR REGULATIONS, OR OTHER OCCURRENCES OUT OF PROVIDER’S CONTROL.

1. The Parties agree, in event this Agreement is terminated due to any of the reasons provided in the foregoing paragraph, Provider shall provide Subscriber with written notice and, within reasonable time, remove Provider’s Products, in accordance with this Agreement. Subscriber is hereby reminded all Fees are incurred in full upon Subscriber’s Order and remain due and payable in event of termination.   

5. EXCEPT AS EXPRESSLY PROVIDED ABOVE IN THIS SECTION, THE PRODUCTS AND SERVICES ARE PROVIDED TO SUBSCRIBER “AS IS” AND “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND. PROVIDER HEREBY DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THE PRODUCTS AND SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PROVIDER DOES NOT WARRANT THAT THE PRODUCTS OR SERVICES WILL MEET SUBSCRIBER’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION OR DOWNTIME OR BE SECURE OR ERROR FREE. EXCEPT AS SET FORTH IN SECTION 9. WITH RESPECT TO SUBSCRIBER CLAIMS, PROVIDER IS NOT RESPONSIBLE OR LIABLE FOR SUBSCRIBER’S OR ITS AUTHORIZED USERS’ USE OF THE PRODUCTS OR SERVICES, INCLUDING, WITHOUT LIMITATION, WHICH PERSONS SUBSCRIBER OR ITS AUTHORIZED USERS ALLOW OR DO NOT ALLOW TO ENTER SUBSCRIBER’S PROPERTY.

9. INDEMNITY

1. Subject to this Agreement, Provider shall at its expense defend Subscriber and its officers, directors and employees (“Subscriber Indemnified Parties”) against any claims brought against any Subscriber Indemnified Party arising from or related to a third party claim that the Products or Services, as used in accordance with these Terms, infringe any valid and registered U.S. patent, copyright or trademark (each, a “Subscriber Claim”), and shall pay any damages finally awarded by a court or agreed to by Provider in a settlement with respect to such Subscriber Claim, provided that Subscriber (a) promptly gives written notice of the Subscriber Claim to Provider; (b) gives Provider sole control of the defense and settlement of the Subscriber Claim (provided that Provider may not agree to any settlement that imposes any liability or obligation on Subscriber); and (c) provides to Provider, at Provider’s cost, reasonable assistance in connection therewith.

2. Subject to this Agreement, Subscriber shall at its expense defend Provider, its Affiliates and its and their respective officers, directors and employees (“Provider Indemnified Parties”) against any claims made or brought against any Provider Indemnified Party arising from or related to Subscriber’s violation of this Agreement or use of the Products or Services in a manner not contemplated hereunder (each, a “Provider Claim”) and shall pay any damages finally awarded by a court or agreed to by Subscriber in a settlement with respect to such Provider Claim, provided that Provider (a) promptly gives written notice of the Provider Claim to Subscriber; (b) gives Subscriber sole control of the defense and settlement of the Provider Claim (provided that Subscriber may not agree to any settlement that imposes any liability or obligation on Provider); and (c) provides to Subscriber, at Subscriber’s cost, reasonable assistance in connection therewith.

3. Subscriber acknowledges and agrees that while Provider may make an intense effort  to protect our devices, networks, connections, and data, Subscriber accept there is no possible way to ensure the security, trustworthiness, and reliability of any device, service provider, connection, ISP, chip maker, chip, code, component, or any item, individual, organization, country, or entity involved in any way or used in any way in the creation of any technology product. Therefore, Subscriber agrees Provider in no way responsible if any malicious or unintentional act or omission of any third party causes any damage to the device, Subscriber’s property, Subscriber, anyone at or near Subscriber’s property, Subscriber’s business, or in any other way that Subscriber may feel harms Subscriber. Subscriber accepts that despite any and all efforts made, this technology is in constant “beta” state and subject to error, updates, hacking, and other failures, partial or complete. Subscriber acknowledges and agrees that any information Subscriber sends or receives during Subscriber’s use of the Product or otherwise during the Term may not be secure and may be intercepted or later acquired by unauthorized third parties.

10. LIMITATION OF LIABILITY

1. EXCEPT FOR SUBSCRIBER’S BREACH OF SECTION 3.E. OR SECTION 6.C., EITHER PARTY’S BREACH OF SECTION 7 (CONFIDENTIALITY), THE PARTIES’ INDEMNIFICATION OBLIGATIONS UNDER SECTION 9 (INDEMNITY), AND A PARTY’S INFRINGEMENT, MISAPPROPRIATION OR OTHER VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, MULTIPLE, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

2. EXCEPT FOR SUBSCRIBER’S PAYMENT OBLIGATIONS FOR PRODUCTS AND SERVICES UNDER THIS AGREEMENT, SUBSCRIBER’S BREACH OF SECTION 3.E. OR SECTION 6.C., EITHER PARTY’S BREACH OF SECTION 7 (CONFIDENTIALITY), AND A PARTY’S INFRINGEMENT, MISAPPROPRIATION OR OTHER VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE LESSER OF (A) THE AMOUNTS ACTUALLY PAID BY SUBSCRIBER TO PROVIDER HEREUNDER FOR THE TWELVE (12) MONTH PERIOD THAT PRECEDED THE EVENT THAT GAVE RISE TO LIABILITY, OR (B) TEN THOUSAND DOLLARS ($10,000) (THE “CAP”). NOTWITHSTANDING THE FOREGOING, THE PARTIES’ RESPECTIVE LIABILITY WITH RESPECT TO THEIR INDEMNIFICATION OBLIGATIONS UNDER SECTION 9 (INDEMNITY) SHALL NOT EXCEED AN AMOUNT EQUAL TO THREE (3) TIMES THE CAP.

11. MCI / CAPITAL IMPROVEMENT / DHCR / OTHER AGENCIES

1. While Subscriber may apply for a capital improvement (e.g., MCI, Master Capital Improvement) rent increase in NYC, and may be able to make such similar applications in other cities, we do not recommend or not recommend doing so; however, as always, it is always best to discuss such matters with a legal professional or a professional well versed in this field. You understand Provider makes no guarantees that any city agency will approve or deny use of our devices, Products, or Services and the full contract costs, including any and all Fees are incurred upon execution of this Agreement, thus remain due and payable by Subscriber to Provider. It is Subscriber’s responsibility to research such improvements prior to entering this Agreement and Subscriber expressly understands and agrees to the terms of this paragraph.  Subscriber further understands that each building and jurisdiction and agency and inspector and judge and court and the like are different and previous outcomes do not guarantee future results. For the avoidance of doubt, Provider reiterates that Provider does not guarantee results with any agency, court, service, or the like and all such responsibilities, including fiscally, are those of the Subscriber.

12. INTERNET CONNECTIVITY & PERMISSION TO INSTALL CONNECTIVITY DEVICES

1. Subscriber agrees GateGuard’s entry system requires broadband internet access capable of uploading video clips at high speed. Subscriber agrees Provider may take related actions and install devices to provide connectivity in the area, and/or to strengthen the connectivity in the area.

2. GateGuard, its partners, or affiliates shall have the right to install ancillary equipment and antennas on the rooftop of the facility for the transmission and reception of communications signals, in support of GateGuard’s services and general security at or around the Building, and the installation, construction, maintenance, operation, repair, replacement of its communications fixtures and related equipment, cables, accessories and improvements, as well as the right to test, survey and review title on the Property.  Recipients hereby grants to any utility company providing utility services to GateGuard, its partners or affiliates, a non-exclusive easement over the Property, from an open and improved public road to the Premises, and upon the Premises and upon GateGuard’s or a utility company’s request, Recipients will execute a separate recordable easement evidencing this grant, at no cost to Provider, its agents or the public utility.

3. Subscriber agrees to provide internet access and bring a CAT5 Ethernet cable and power supply (grounded outlet, and UPS, ot 12V 5AMP) to any door to which Subscriber will have Provider install the Product if asked, at Subscriber’s  expense. Subscriber agrees that if Subscriber asks Provider to handle such installation Subscriber  will be billed at Provider’s rates (see Pricing).

4. Subscriber agrees to have redundant power (UPS, Uninterrupted Power Supply) and that any internet or power failures and any damage resulting from such are not the responsibility of GateGuard. You may order an Uninterrupted Power Supply (UPS) to be installed with GateGuard. If GateGuard decides your building will require a UPS then GateGuard will provide one of our choosing, for the price of $285 including transportation & installation. All buildings serviced by Con Edison in New York City require a UPS due to many brownouts and blackouts that may affect your service.

5. Subscriber agrees GateGuard may install WiFi routers, repeaters, and has the right to install any equipment necessary to provide such connectivity, and necessary wiring, throughout your building to provide connectivity to remote panels (such as for Rent Regulated tenants who demand an in-apartment door monitor (not included in price)). You agree that GateGuard may bring internet to the building and sell or resell connectivity to the tenants from this network. You agree not to restrict or limit in any way GateGuard’s ability to connect internet to the building. GateGuard may bring internet to the building via: Fiber Optic line, DSL, Cable, Cellular, Satellite, or any other method and install any devices, equipment, wiring, cameras, or other such technology as required to provide connectivity, monitoring, and security for GateGuard equipment as GateGuard sees fit.

6. In the event you exceed 800MB of data transferred over a SIM card installed by Provider, you will be billed at a rate of $17 per GB (gigabyte), rounded up to the nearest half gigabyte (500 MB), regardless of the reason for exceeded the allotted amount of data (including whether caused by you, tenant, stranger, Provider, contractor, etc.)

7. GateGuard may give or sell bandwidth and/or other usage of connectivity devices we install or have installed or our affiliates install as we choose and we are not required to share in any revenues, fees, or other profits or gains, from the above.

8. You agree GateGuard may drill, cut, screw, cement, anchor, bolt, glue, fasten, place, stick and otherwise modify and/or attach to your building in any way it sees fit to install its system and services and connectivity devices. You assume any and all liability for this.

9. You agree to never interfere, move, adjust, touch, paint, modify, block, occlude, cover, or otherwise change or impact or harm our connectivity equipment and antennae. You agree not to place any antenna(e) or connectivity devices on your roof or building exterior without our written permission. You agree we may plug into and use the nearest electric source at your building at your expense for any devices or connectivity devices or antennae. You agree we may transfer the rights of any devices we place for connectivity to anyone at our sole discretion.

10. You agree we may access your properties 24/7/365.5 (always, at any time), and you will provide access on request within 30 minutes at any time. You agree we may install, break, drill, replace, and/or modify locks which provide access to any area of your property where we have placed or wish to place equipment or items of any kind. You agree to provide GateGuard access to any room, section, floor, hallway, elevator, shaft, or area of your building at any time we demand, and within 90 minutes notice. You agree that any time over 90 minutes will be billed to you at our hourly rates.

11. In event of a loss of 4G or cellular service availability for any reason you agree to provide Ethernet (with CAT6 or better cable drawn to the device), Mobile Data (via an alternative 4G LTE GSM SIM Card provider), and/or WiFi connectivity at your cost. If you do not provide it, GateGuard may enter the building and provide it, at the Standard Labor Rates at the time of services. We will not discount our rate due to any lack of connectivity.

13. PACKAGE AND DELIVERY MANAGEMENT

1. The goal of this system is to remove the burden and liability of package management from the management company, building officers, and staff, and to remove risks associated with package management. As such, GateGuard will have control over all aspects of package delivery, from who can deliver into the system, to when, and what. For example, GateGuard may require certain packages to be brought to a holding facility to be delivered overnight (12am to 6am) instead of during peak traffic where they pose a nuisance and/or risk to tenants. The preceding is only intended as one example.

2. GateGuard may allow or disallow any delivery service, courier, or other organization or individual from accessing the service, or placing items into any package area . GateGuard may disallow any product or item into package area, such as but not limited to hazardous, oversized, or overweight items that may pose a risk to equipment and humans.

3. GateGuard may require any or all Services to deliver to Holding Locations. This is for logistical reasons, such as to avoid overload, or traffic, or annoying residents at peak times, or excessive burden on the system or financials of the system. GateGuard may charge services a fee for usage of holding services. (Services will be able to deny this charge if they choose to hold the package themselves and re-deliver it at an approved time or return the package to its source).

4. GateGuard may deliver to the building between the hours of 12am and 6am. To maintain order, GateGuard has exclusive rights to serve as courier during these hours. GateGuard may charge services a fee for deliveries during this time. (Services will be able to deny this charge if they choose to hold the package themselves and re-deliver it at an approved time).

5. Packages left in lockers for a long period of time, which shall be at GateGuard's discretion, but in no event less than 3 days, may be moved to a holding facility  and/or charged fees for longer storage, retrieval, or re-delivery. The fees will be disclosed at the location and the tenant notified of the impending fees should they fail to retrieve their package.

6. Management will give GateGuard a list of tenants and others allowed to access the system. GateGuard may also give access to the system at its discretion. GateGuard may integrate with management's computer systems so as to sync tenant information.

7. GateGuard may remove and/or replace and/or modify any other package receptacles and storage systems and package management systems in-place.

8. Liability for packages remains with the  courier unless the package is in the GateGuard locker and it is stolen or damaged through technical fault of GateGuard.

9. GateGuard may access these devices and the floors they are in at any time. GateGuard may access the stairs, elevators, lobbies, loading areas, trash areas, laundry areas, storage areas, hallways, roofs, and other areas at any time.

10. Where a building is physically or legally impossible to install into, for GateGuard, or where GateGuard decides they cannot install into, it shall not nullify the rest of the Agreement.

11. To prevent the “smuggling” of illegal objects, from packages to suitcases, GateGuard shall be the exclusive provider of guest management and tracking, access management, and surveillance services. Subscriber’s Management company staff must ask guests to check-in with the GateGuard system. Subscriber’sManagement company must require the use of GateGuard systems for access control and surveillance and replace existing systems with GateGuard-enabled systems when required by GateGuard.

14.  AMENITIES AND SERVICES

1. You agree that GateGuard may sell through the site, apps, panels, wifi, and any other contact method or platform additional services directly to your tenants. These may include, but are not limited to, such things as insurance, rent payment services, internet connectivity, delivery services, cleaning services, online platforms, etc. GateGuard is not responsible to share any revenue from these services. Subscriber has no veto rights over such services.

2. GateGuard will not revenue share with you in any way in any area for any service, item, product, device, or anything from which we earn revenue at any time.

15. NOT A SECURITY SYSTEM OR SECURITY GUARD REPLACEMENT

1. Provider’s Products, Devices, Services, or Provider itself are not a replacement for security, nor a security device and will not keep bad actors out of your property. Subscriber is aware and acknowledges all Products and Services provided hereunder are not a replacement for a security system, or security guard service.

16. RIGHT TO SURVEIL OUR DEVICES & OPERATION

1. In order to ensure the security of our staff, equipment, team, vendors, courier partners, network, and to understand and improve the usage of our systems and operations we may install cameras to monitor the usage of our system and building activities. We may also ask our staff, employees and contractors, and partners and vendors, to wear body cameras or recording devices to ensure safety.

2. We have the right to place and install cameras in any and all public spaces and frontage of your building at our discretion. In the event of vandalizing of any of our equipement, we have the right to charge you for the installation and cost of our camera system and cameras (as listed on our website and in our terms).

3. Our staff and vendors have the right to wear body-cameras, audio recorders, and similar devices on their person when accessing your building, including when entering utility rooms, offices, private spaces, public spaces, units, and the like and you agree you will disclose and gain consent for that when asking us to access any private spaces. You agree that when you invite or provide us access to private spaces you are representing that you have gotten such permission for us to to access these spaces wearing such recording devices.

17.  NO COPYING. NON COMPETE

1. You agree not to enter into, partner with, invest in, purchase, fund, or otherwise engage in any access control business (smart locks, intercoms, door locks). You agree that if you do, personally, by any entity in which you hold shares or any control, by any entity which you advise or otherwise engage with, the full capital (all shares) of that entity and the intellectual property related to any access control systems or products becomes ours immediately.

2. You agree not to open, modify, photograph, publish, post, and/or share in any way the designs and/or details of any of our products.

3. You agree that any and all designs, technology, systems, methods, algorithms, brands, logos, molds, code that we represent as ours is in-fact ours and that you do not and will not make any intellectual property claims against us. You agree that you give us full and completely unlimited license to use, transfer, and gift your intellectual property to anyone.

18. PERSONAL GUARANTEE 

1. You understand, acknowledge, and agree you are entering into this Agreement on behalf of an entity or entities, for which you have or have been given permission, and you hereby personally guarantee this Agreement, any and all debts and payments due, and any liabilities incurred. You agree Provider may place a lien on any and all property of you and/or your entity and/or entities and force the sale of properties at will, at our discretion to pay debts Provider claim are past-due. Provider may, in its discretion, choose to send you a personal guarantee form subsequent to this Agreement, for you to execute and return; however, such form is not required to establish your personal guarantee of the obligations hereunder. 

19. UPDATES TO TERMS OF AGREEMENT

1. Each and every time Subscriber places or otherwise agrees to an Order, it is Subscriber’s sole responsibility to review the terms and conditions prior to agreeing and entering into an Order, each and every time, as Provider’s terms and conditions may change in between Subscriber’s Orders. The Parties shall abide by Provider’s then-current terms and conditions in event of any dispute, questions, or concerns. Provider is not required to provide Subscriber with notice of changes to terms and conditions, unless expressly agreed upon in this Agreement or required by governing local, state, or federal law. The Parties agree this paragraph is a material condition of this Agreement, whereas, Subscriber hereby expressly agrees, by entering into this Agreement and upon placing each and every Order or request for Services, Subscriber shall be acknowledging Subscriber reviewed and agrees to Provider’s terms and conditions, and, in event of any changes, modifications, or updates to such terms and conditions, Subscriber expressly accepts those changes, modifications, or updates by placing or otherwise agreeing to an Order or any type of request for Services or performance by Provider.

2. Notices of Provider’s updated terms may go into Subscriber’s spam folder, so please add Provider’s email address to your inbox, along with the obligations agreed upon in the preceding paragraph.

20. TERMS OF USE AND PRIVACY POLICY

1. By entering into this Agreement, which is generally only accessible via Provider’s website [gateguard.xyz or its related affiliates sites] (individually and collectively, “Website”), Subscriber acknowledges and agrees to Provider’s Website’s terms and conditions and privacy policy, which may be found at the following destinations:

1. Terms and Conditions: [ENTER HYPERLINK]

2. Privacy Policy:   [ENTER HYPERLINK]

2. Subscriber acknowledges and agrees that any use of Provider’s Website, including but not limited to placing an Order or requesting Services, expressly indicates Subscriber’s acceptance of Provider’s Website’s terms and conditions and privacy policy, which may be updated from time to time. It is Subscriber’s responsibility to periodically review Provider’s terms and conditions and privacy policy for any changes or modifications. If Subscriber continues to use the Website, places an Order, requests Provider’s Services, or takes any other action indicating acceptance, Subscriber shall be legally bound by all terms and conditions herein and therein. DO NOT USE THE WEBSITE IF YOU DO NOT AGREE TO BE BOUND BY PROVIDER’S TERMS AND CONDITIONS.    

3. In the event Subscriber continues to use the Website after any changes or modifications of the terms and conditions, privacy policy, or PSA are posted on the Website, Subscriber will be considered to have accepted, and legally bound by, such changes and/or modifications.

21. MISCELLANEOUS

1. Neither Party shall assign any of its rights or delegate any of its obligations under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the other Party’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, either Party may assign its rights and delegate its obligations under this Agreement to an Affiliate or in connection with a merger, consolidation or reorganization involving such Party or a sale of all or substantially all of the assets or stock of such Party or business to which this Agreement relates without the other Party’s prior written consent, provided that the assignee agrees in writing to be bound by the terms and conditions of this Agreement. Any purported assignment or delegation in violation of this Section is void and a material breach of this Agreement. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns.

2. This Agreement, together with its attached Schedules, Exhibits, and Orders constitutes the entire understanding of the Parties, and supersedes all prior negotiations, commitments, and representations with respect to the subject matter hereof.

3. If Provider is unable to perform any of its obligations hereunder due to any act of God, fire, casualty, flood, war, strike, shortage of labor or materials, or any other cause beyond its reasonable control (a “Force Majeure Event”), then Provider’s performance shall be excused and the time for its performance shall be extended for the period of delay or inability to perform.

4. Any dispute, controversy, or claim arising out of or relating in any way to this Agreement, including without limitation any dispute concerning the construction, validity, interpretation, enforceability or breach of this Agreement, shall be exclusively resolved by binding arbitration upon Provider’s or Subscriber’s submission of the dispute to arbitration. In the event of a dispute, controversy, or claim arising out of or relating in any way to this Agreement, the complaining party shall notify the other party in writing thereof. Within thirty (30) days of such notice, representatives of both parties shall attempt to resolve the dispute in good faith. Should the dispute not be resolved within thirty (30) days after such notice, the complaining party shall seek remedies exclusively through arbitration which shall be administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, mutually selected by the parties, in Miami-Dade County, Florida and Florida law shall apply. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Demand for arbitration shall be made within a reasonable time after a claim, dispute, or other matter in question has arisen, and in no event shall it be made after two years from when the aggrieved party knew or should have known of the controversy, claim, dispute or breach. No party to this Agreement will challenge the jurisdiction or venue provisions as provided in this section. Nothing contained herein shall prevent the party from obtaining an injunction.

5. This Agreement and any dispute arising from the construction, performance or breach hereof shall be governed by and construed and enforced in accordance with the laws of the State of Florida, without reference to its conflict of law principles. The Parties hereto agree that the exclusive jurisdiction and venue for any action brought between the Parties under these Terms shall be the state or federal courts located in Miami, Florida, and each of the Parties hereby agrees and submits itself to the exclusive jurisdiction and venue of such courts for such purpose, to the exclusion of all other venues, forums or jurisdictions.

6. Headings used in this Agreement are intended for convenience or reference only and shall not control or affect the meaning or construction of any provision of this Agreement. This Agreement will be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing an instrument to be drafted. As used in this Agreement, the words “include” and “including” and variations thereof will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.”

7. Except for the Parties’ indemnification obligations under Section 9, nothing in this Agreement shall confer any rights upon any Person other than the Parties, and each such Party’s respective successors and permitted assigns.

8. All notices under this Agreement shall be in writing and shall be deemed to have been given upon: (a) personal delivery; (b) the second business day after mailing; (c) the second business day after sending by confirmed facsimile; or (d) upon confirmation of receipt if sent by email. Notices to the Parties shall be sent to their respective addresses set forth in the applicable Order. Either Party may change the address to which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the other party notice in the manner set forth herein.

9. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

10. No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

IN WITNESS THEREOF, this Agreement is entered and agreed to by the Parties upon the Effective Date.  

SCHEDULE A

1. SUPPORT AND MAINTENANCE; SERVICE LEVELS

1. Provider will support and maintain the Subscription Services so that they operate substantially in accordance with their specifications as set forth in the Documentation, and will promptly repair or replace, without any additional charge, the Subscription Services or any portion thereof that do not perform in accordance with such specifications.

2. Provider will update the Subscription Services and make available to Subscriber any and all patches, enhancements, updates, upgrades and new versions of the Subscription Services that Subscriber makes generally commercially available (“Updates”). Any such Updates will be deemed part of the Subscription Services that as term is used herein and will be covered by the support services set forth in this Schedule.

3. Provider will provide phone and email technical support for the Subscription Services for up to three (3) Subscriber representatives per Subscriber property or facility from 9 am – 7pm Eastern Standard Time without additional charge. Provider’s support personnel will provide Subscriber with remote assistance for help in using and operating the Subscription Services and to accept reports of errors in the Subscription Services. Provider personnel performing support services will be experienced, knowledgeable and qualified in the use, maintenance and support of the Subscription Services. Support services do not include additional training, custom programming or services for problems, errors or inquiries relating to the equipment and ancillary services necessary to access and use the Subscription Services, including hardware, software, wireless devices, and telecommunication services or their interoperation with the Subscription Services.

4. Contact information for technical support is as follows:

E-Mail: [email protected]

Phone: 212-203-3714

5. Provider may change any of the foregoing contact information from time to time by not less than thirty (30) days prior written notice to Subscriber, so long as at least one number or address is at all times available for each means of contact.

6. Provider will, at all times during the Term, use commercially reasonable efforts to maintain the following service levels for the Subscription Services (collectively, the “Service Levels”).

1. System Availability Service Level - Provider will make the Subscription Services available 99% of the time during each one-month period during the Term, excluding any Subscription Services maintenance or Force Majeure Events that result in the Subscription Services not being available to Subscriber, as measured and monitored from Provider’s facilities (“Service Availability”). Service Availability will be calculated on a monthly basis using the following formula: Actual Availability divided by Total Scheduled Availability multiplied by 100%. The following definitions will apply with respect to the calculation of Service Availability:

2. “Actual Availability” means Total Scheduled Availability minus Downtime, in minutes.

3. “Downtime” means the time (in minutes) that the computing infrastructure that hosts the Subscription Services is online and available to receive application requests from the public internet. Downtime does not include any unavailability of the Subscription Services and system due to System Maintenance or a failure or defect arising out of a Force Majeure Event, or any inability of an Authorized User to access the Subscription Services due to such Authorized User’s loss of power, internet connectivity, or other cause unrelated to the Subscription Services.

4. “System Maintenance” means time (in minutes) the Subscription Services are not accessible to Subscriber due to maintenance of the Subscription Services, including for maintenance and upgrading of the software and hardware used by Provider or its service providers to provide the Subscription Services. System Maintenance includes scheduled maintenance and unscheduled, emergency maintenance. Provider will use commercially reasonable efforts to provide Subscriber with at least five (5) business days’ prior written notice of any scheduled maintenance or sixty (60) minutes’ advance written notice for unscheduled, emergency maintenance. Provider will provide such notices to Subscriber by email to an address provided by Subscriber. System Maintenance in any given month will not exceed three (3) hours per month. Any time during which the Subscription Services are unavailable to Subscriber due to maintenance or other activity by Provider for which Provider fails to give notice, which exceeds the permitted time allotment, or which occurs outside of the foregoing permitted hours will be included in the calculation of Downtime.

5. “Total Scheduled Availability” means seven (7) days per week, twenty-four (24) hours per day, excluding System Maintenance, in minutes.

2. LABOR RATES: STANDARD LABOR RATE: 

(minimum 2 hours for all labor, plus travel time & expense)

7. Low Voltage Technician : $189/hour

8. Low Voltage Technician Helper : $90/hour

9. Low Voltage Technician Supervisor : $240/hour

10. Day Rate: 2 Low Voltage Installers: $1499; Each additional installer $750;

11. Teman Executive Team (if required to be on-site or coach labor via phone or video): $900 /hour

12. Teman Associates : $250 / hour

13. Teman VPs & Directors : $500 / hour

3. ADDITIONAL ITEM PRICING:

14. Teman TAB 700 : $139, and available in sets of 100 (200 minimum order).

1. You are required to use only our SIM card on the Device. The Device is locked to our app unless a tenant or Subscriber pays Provider to unlock it on either a monthly or yearly basis, as agreed upon.

15. Teman TAB 700 Wall Mount : Plastic : $12.50 (sold in sets of 200  minimum)

16. Teman TAB 700 Wall Mount : Metal : $29.99 (sold in sets of 200 minimum)

17. UPS Battery Backup (400 KHH), not installed: $149

18. UPS Battery Backup (400 KWH), installed: $289

1. Battery backup required in NYC, Miami, LA, Chicago, if you do not already have one at time due to unreliable power in these cities. We may require the installation and use of one in other cities at our own discretion. This is important to protect the device, and to ensure uptime.

19. UPS replacement battery: $39; (shipping not included; labor not included)

20. UPS replacement battery with labor: $179; (required every 36 months)

21. 45-degree angle bracket: $289. Installed at our discretion.

22. Sheet metal for covering existing holes: $180-2499. Installed at our discretion (an amount up to $699).

4. HOTSPOT AND WIFI ROUTER, SWITCHES, ACCESS POINT PRICING:

(Service & Installation not Included)

23. 4G Wifi Hotspot (Rugged): $449

24. 4G Wifi Hotspot (Non-Rugged): $279

25. 4G SIM CARD : $5.99  (service & installation not included)

26. 4G DATA : $16/GB (pooled for all your devices) (rounded up to the nearest 500 MB);

1. In event Provider’s vendor or service provider raises the data price, price to Subscriber shall increase by the amount of Provider’s price increase, plus 20%.

5. NETWORK EQUIPMENT:

1. SWITCH (16 PORT POE): $399

2. SWITCH (8 PORT POE): $299

3. SWITCH (32 PORT POE): $599

6. WIRING:     

1. CAT5 1000 FEET BOX (RISER): $169

2. CAT5 1000 FEET BOX (PLENUM): $229

3. 1000  FEET LOW VOLTAGE WIRE BOX: $419

4. CONDUIT (2” x 10ft): $24.50 / piece

5. CONDUIT (1.5” x 10ft): $15.50 / piece

6. CONDUIT (1” x 10ft): $9.50 / piece

7. CONDUIT (3/4” x 10ft): $9.20 / piece

8. CONDUIT (connectors, junction boxes, etc) :  Our cost plus 25%

9. All other wire our cost plus 20%;

10. ENCLOSURES: $249-849 (will depend on side & location)

11. BATTERY BACKUP (UPS) : $289 (one required)

12. SHEET METAL COVERS FOR EXISTING INTERCOMS:

13. STAINLESS: $550 and up.

14. PLAIN STEEL UNPAINTED (YOU WILL  PAINT): $450 and up.        

7. CAMERA KITS:

1. $4,200 includes 4 IP cameras, 16CH NVR, and CAT5, 1 day labor, 2 men.

2. Conduit requires additional material costs and often a 2nd day of labor.

8. SHIPPING:

1. At current courier (UPS, DHL, FEDEX, or other) Rates plus packing materials, plus 15% for handling.

9. COURT APPEARANCE & LEGAL FEES

1. We bill $500/hour ($900/hour for executives) for speaking to any attorney. We bill any and all attorneys fees if you decide to consult with an attorney based on your words or actions.

2. We bill $2000 ($4000 for executives) plus $500 per hour ($900/hour for executives) for any court appearances requested by you or resulting from your actions.

3. We charge $500 to review and sign any affidavits, and $500 an hour if we must edit or write them.

10. SUPPORT & SERVICE CALL LIMITS

1. Varied based on your service plan level. Monthly Gold service plan includes up to five (5) calls and/or emails or a total of three (3) hours of phone or email support per device per month, with every additional call costing $29.99 per call or email. Monthly Platinum service plan includes up to five (12) calls and/or emails or a total of three (5) hours of phone or email support per device per month, with every additional call costing $29.99 per call/email.

2. In the event you report a device is not functioning, but the issue turns out to be the result of your or someone else’s actions (a Superintendent unplugging the device, another vendor damaging a lock or wire, someone moving the device, etc.) other than our own team, we will bill you at our above labor rates for site visits, with a minimum of 2 hours. We strongly recommend and encourage you to have your super or manager instead do a video call with our support team.

For any questions with respect to the rates or terms in this Schedule, please contact Provider.