This Service Agreement (“Agreement”) is an online terms agreement that 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”.

Acceptance of Terms: By placing an Order, accessing GateGuard’s services, or otherwise indicating agreement (e.g., clicking “agree” or “accept”), Subscriber acknowledges and agrees to be bound by this Agreement, the Terms of Service, and the Privacy Policy. Subscriber acknowledges that this is an online agreement, and pursuant to Meyer v. Uber Technologies, Inc., 868 F.3d 66 (2d Cir. 2017), the provision of a clear hyperlink to this Agreement on GateGuard’s website, PropertyPanel.xyz, or other platforms provides ample notice of its terms. Excuses such as “I did not sign anything,” “I did not read all or part of the Agreement,” or “I was unaware of the terms” are not valid defenses to GateGuard’s enforcement of this Agreement. Subscriber is responsible for reviewing the Agreement in its entirety before acceptance.

Prohibited Legal Representation: Subscriber agrees not to engage, directly or indirectly, any law firm or attorney who currently represents or has previously represented competitors, including intercom companies, Amazon and its affiliated entities, GrubHub, Seamless, Target, Walmart, Wolt, Uber, MVI, ButterflyMX (Runs Like Butter), Akuvox, Ubiquity, Aiphone, or any firm that has represented any intercom or access control company, for any matter related to this Agreement or GateGuard, to protect GateGuard’s trade secrets. Any attempt to engage such firms or attorneys constitutes a material breach of this Agreement, entitling GateGuard to immediate termination (Section 5.C) and liquidated damages of $100,000 per instance, reflecting estimated losses from trade secret exposure, in addition to other remedies.

Venue Selection: Any legal action arising out of or relating to this Agreement shall be brought exclusively in the state courts of Miami-Dade County, Florida, or the United States District Court for the Southern District of Florida (SDFL). Subscriber consents to the exclusive jurisdiction and venue of these courts and waives any objection to such venue.

NOTE: This Agreement includes a binding arbitration agreement, which GateGuard may waive at its discretion (Section 21.C). Please read it, and the entire Agreement, fully and carefully.

1. Definitions

Affiliate: Any Person that directly or indirectly controls, is controlled by, or is under common control with another Person, where “control” means the power to direct management and policies through ownership, contract, or otherwise.
Authorized User: Subscriber’s employees, contractors, tenants, and third-party service providers authorized to access Subscription Services, supplied with user IDs and passwords, and who agree to Provider’s terms for access.
Confidential Information: All technical and non-technical data as defined in Section 7.
Documentation: End-user documentation for Products and Services provided by Provider.
Effective Date: The date this Agreement is entered into, indicated by Subscriber’s agreement (e.g., clicking “agree,” placing an Order, or other actions showing intent).
Fees: Product Fees, Subscription Fees, and other charges as outlined in Section 4.
Intellectual Property Rights: All global intellectual property rights, including patents, trademarks, copyrights, designs, software, databases, trade secrets, and proprietary information.
Maintenance Security Deposit: A non-refundable $849 deposit per Product to ensure protection or payment obligations, which Provider may use to cover defaults, damages, or expenses. Subscriber must replenish within seven (7) days if depleted.
Person: An individual, corporation, partnership, governmental authority, or other entity.
Portfolio: All properties owned (in-part or fully) and/or controlled (in-part or fully) and/or managed by the Subscriber and/or the Subscriber’s entity and/or the Subscriber’s management company. I
Product Fees: One-time fees for Products as specified in an Order.
Product Software: Provider’s software in object code form incorporated into Products.
Products: Provider’s products, including Product Software, as specified in an Order.
Professional Services: Implementation and other services provided by Provider, detailed in an Order.
Services: Subscription Services and Professional Services.
Subscription Services: Services provided by Provider under this Agreement, detailed in an Order.
Subscription Fees: Recurring fees for Subscription Services, incurred in full upon Order and payable over the Subscription Term.

2. Products

2.A. General Provisions

Provider shall supply Subscriber with Products as specified in each Order, governed by this Agreement. In case of conflict, this Agreement prevails unless the Order explicitly supersedes a section. Orders may be communicated electronically.

2.B. Pricing and Discounts

MSRP per GateGuard Intercom Device: $8,649.
Bulk Discounts:

Quantity	Discount (off MSRP)	Discounted Price (per device)
3–9	-$6,150	$2,499
10–19	-$6,650	$1,999
20–49	-$7,150	$1,499
50+	-$7,650	$999

Your Discount Rate : One (1) Device for $3,699 (other quantities as per table).

2 .C. Payment and Delivery

Product Fees are due within seven (7) days of Order submission.
Shipment begins upon full payment, with Products deemed accepted upon delivery.
Subscriber may return Products within 30 days in original condition (reasonable wear excepted), subject to a 25% restocking fee per Product. No returns accepted after 30 days.
A non-refundable Maintenance Security Deposit of $849 per Product is due within 30 days of delivery.

2.D. License

Provider grants Subscriber a non-exclusive, non-transferable (except per Section 21.A) license to use Product Software solely with ordered Services during the Term.

2.E. Exclusivity and Third-Party Device Prohibition

Subscriber agrees GateGuard is the exclusive provider of access control devices (e.g., intercoms, electronic locks, magnetic locks, handles, cameras, card readers, fobs) for Subscriber’s properties, to be ordered via GateGuard’s website or PropertyPanel.xyz.
Subscriber may not permit third parties (e.g., Amazon, Latch, GrubHub, Seamless, Butterfly, MVI, Streamline, Akuvox) to install access control or package-delivery systems in properties contracted with GateGuard. Violations incur a $2,500 penalty plus labor (minimum 3 hours) per instance, and a Tampering Fee if connected to GateGuard devices. GateGuard may draft these fees as a one-time payment or over 12–36 months. Subscriber grants GateGuard power of attorney to notify third parties against installing such devices.
Subscriber agrees GateGuard is the exclusive provider of package management services for their properties and may deny and/or direct couriers to deliver within certain hours, may install package lockers, smart locks, and other access control devices to facilitate the handing of packages and deliveries and returns.

3. Services

3.A. General Provisions

Provider shall use commercially reasonable efforts to provide Services as specified in Orders, granting Subscriber a non-exclusive, non-transferable, non-sublicensable right to access Subscription Services for internal business operations during the Subscription Term.

3.B. Subscriber Responsibilities

Subscriber is responsible for installing hardware Products unless Provider offers optional installation services (fees quoted upon request).
Subscriber must provide adequate infrastructure (power, internet, low-voltage connections).
Sample Installation Fees (subject to change):

City	Installation Fee (Estimate)
New York City	$849 + parts/materials
Los Angeles	$1,429 + parts/materials
Miami	$1,429 + parts/materials

3.C. Cellular Data

Subscription Fees include 1 GB of cellular data per month per Device.
Excess usage is billed at $17 per additional GB (subject to change).
If Provider’s cellular agreements change, Provider will give 30 days’ notice (or reasonable notice if 30 days is not feasible) and assist Subscriber in obtaining independent cellular service.

3.D. Usage Restrictions

Subscriber shall not:

Violate this Agreement or third-party Intellectual Property Rights.
Interfere with Subscription Services’ integrity, security, or operation.
Access Services except through Provider’s designated means.

3.E. Account Security

Subscriber is responsible for maintaining account confidentiality and all activities under its accounts, except those caused by Provider’s gross negligence or willful misconduct. Subscriber must notify Provider immediately of unauthorized use.

4. Fees and Payment

Pricing and Fees Policy: We strive to remain competitive and deliver exceptional value to all customers. Unfortunately, in the real estate industry, some parties engage in patterns of deliberately withholding payments to vendors, knowing that collection can be challenging and costly. To address this, we have implemented, and you agree to, significant penalties, fee increases, and mechanisms to ensure timely payment and compensation for late fees. These measures protect our business, enabling us to provide outstanding service to all customers and ensuring fairness for those who pay on time, so they are not adversely affected by those who do not.

4.A. Product Fees and Deposits

As outlined in Section 2.C.

4.B. Setup and Resident Fees

A one-time Setup Fee of $6 per resident or staff person enrolled in our system and listed in the GateGuard building directory(s)
From May 11, 2025, a $1/resident/property/month fee applies to all Orders. This fee may increase by up to 50% per year. In the event of an increase, new residents will begin at the increased rate.
In the event a Subscriber pays Yearly or another longer period (3 years-at-a-time, for example) we will bill based on the current number of active residents and staff. If residents or staff are added or removed, we will bill for that new quantity of residents the following period accordingly. If residents/staff are removed in the middle of a period, no refund or credit will be applied for those removed residents/staff for that period.

For example only, if you have 10 residents in a building, you will pay 10 x the current “per-resident fee” per pay period (month, year, etc). If you remove a resident in the middle of a pay period (month, year, 3-years, etc) you will not receive any credit or refund for that paid period, but the next period you will be billed only 9 x the “per-resident fee”.
It is the Subscriber’s responsibility to deactivate a resident and no refunds will be issued for a resident in the system who was not deactivated upon eviction or vacancy.

4.C. Subscription Fees

Invoiced in advance upon Product installation, based on the following table. Approximate savings assume $250/month in eliminated expenses (not guaranteed):

Subscription Term	Monthly Rate (per device)	Total Invoiced at Installation	Approximate SAVINGS
3 Years	$199.99	$7,199.64	$9,000
4 Years	$179.99	$8,639.52	$12,000
5 Years	$159.99	$9,599.40	$15,000
6 Years	$139.99	$10,079.28	$18,000
10 Years	$119.99	$14,398.80	$30,000
30 Years	$49.99	$17,996.40	$90,000

Discounted Subscription Fees : None applied.

4.D. Payment Terms

All Fees are due within 30 days of invoice receipt.
Fees and costs are payable by any method chosen by GateGuard, Inc. or PropertyPanel, Inc., including but not limited to ACH, RCC, Debit, Credit, Wire, PayPal, Stripe, Venmo, CashApp, or other means. No limit shall be placed on the method or means by which GateGuard or PropertyPanel draft fees owed by Subscriber under this Agreement.
Payment information must be stored online for each property/Device via PropertyPanel.xyz or other payment services. GateGuard may draft past-due amounts from any linked payment source by any method listed above.
All properties andSubscriber personally guarantee payment for all other properties. If one property is past-due, all properties and Subscriber are liable, including management companies if Subscriber is a representative. Provider may pursue Subscriber personally via litigation/arbitration, including wage garnishment or liens.
Billing disputes must be emailed to [email protected] within 30 days, or they are waived.
Chargebacks are not an acceptable method to dispute fees; all disputes must be resolved through arbitration as outlined in Section 21.C. Any chargeback filed will incur a $10,000 penalty fee per instance and trigger immediate acceleration of the full contract value, including termination fees (Section 5.B), for the entire portfolio of properties. If Subscriber cannot pay this amount, Subscriber must seek third-party financing to cover the chargeback penalty, contract value, and any fees charged by the third-party financer. Subscriber acknowledges that chargebacks are highly detrimental to GateGuard’s business, causing financial holds, increased processing rates, reputational harm, and operational disruptions, necessitating these severe penalties to deter such actions.
Subscriber is responsible for reasonable travel and out-of-pocket expenses incurred by Provider.
Late Payments:

30+ days late: The property incurs a $100 late fee per month late, and the monthly fee for all properties increases by $20/month, plus 5% for every 30 days payment is late.
60+ days late: Subscriber will be charged 1 hour of executive review time at the executive rate ($900/hour, per Section 23.C).
90+ days late: All Maintenance Security Deposits are forfeited, and a new security deposit of $1,499 per Product is due.
120+ days late: Subscriber grants Provider power of attorney to sell their properties to recoup the outstanding contract value (factoring in the above increased rates for late or non- payment), plus reasonable fees, attorney fees, expenses, and executive time at the rates listed in Section 23.C. All discounts are voided and full retail pricing and all allowable increases and fees are applied.
Flat-Fee/Flat-Rate Properties: If Subscriber fails to pay any bill (e.g., monthly fee, repair bill, parts bill) across their portfolio for 90+ days, a $20/month + 5% fee is added to all properties, including flat-fee properties. For example, if Subscriber paid $9,000 one-time for a flat-fee GateGuard contract but fails to pay a repair bill for 90 days, all properties, including the flat-fee property, incur a $20/month fee for the full length of the agreed term or 180 months, whichever is greater.

Late payments accrue 1.5% interest per month (or the legal maximum). Two missed payments increase the monthly Subscription Fee by $20 for the Term.
Unpaid balances may be accelerated at Provider’s option.
In the event Provider has waived per-unit or per-resident fees, but any property of a portfolio is past-due more than 60 days, pre-resident fees shall apply, as if from the outset of the contract and shall be do from then onward.
Escrow Account: In the event a Subscriber is late in paying 60 or more days (“60+” days), Subscriber shall maintain an escrow account with a minimum balance equal to 3 months of Subscription Fees, from which Provider may withdraw funds for late payments. Subscriber must replenish the account within 7 days if drawn upon. Subscriber is responsible for all escrow fees. Escrow service shall be chosen by Provider.
Credit Reporting: Late payments of 60+ days may be reported to credit bureaus, impacting Subscriber’s personal and business credit scores, as Subscriber personally guarantees payments (Section 18).
Automatic Lien Rights: Subscriber grants Provider an automatic lien on all properties covered by this Agreement, including but not limited to personal, business, and portfolio properties, for unpaid Fees, enforceable without prior court approval, to secure payment obligations.
Cross-Default: A default on any Provider contract, including non-payment for one property, constitutes a default on all contracts across Subscriber’s portfolio, entitling Provider to accelerate all unpaid balances.

4.E. Taxes

Subscriber is responsible for all taxes (excluding Provider’s income taxes). Provider may invoice Subscriber for taxes it is obligated to collect.

4.F. Insurance

Subscriber must maintain:

General commercial liability insurance ($1M per occurrence, $2M aggregate).
Coverage for damage, theft, or harm to GateGuard’s devices, services, and team up to $5M.
Cyber liability insurance ($1M per occurrence) covering data breaches or cyberattacks affecting GateGuard’s systems, naming GateGuard as an additional insured.
Policies must name Provider as an additional insured, with 30 days’ notice of cancellation/modification.

4.G. PropertyPanel.xyz Account

A paid PropertyPanel.xyz account ($39.99/month, subject to increase) is required to access and manage GateGuard services. Price increases are not grounds for termination.
Each individual within a management company, ownership organization, or otherwise who accesses PropertyPanel.xyz must have their own paid PropertyPanel.xyz account. If an account is shared by multiple users, Subscriber will be billed retroactively from the account’s creation for the number of additional users times the current monthly fee, plus a 50% penalty. For example, if 3 people use 1 account created 40 months ago, Subscriber will be billed 40 × current monthly fee × 2 (additional users) + 50% penalty.

4.H. Support Payment Requirement

Support is contingent on active, up-to-date payment accounts for all properties and PropertyPanel.xyz. Past-due properties must be paid before support is provided, regardless of ownership or management structure.

4.I. Payment Schedule

Your Payment Schedule begins on the first date your device is or was activated (powered on) after your order is placed, regardless of if it is or was powered on at a GateGuard location, installer, fulfilment partner, your location, or otherwise.

If you have an existing order(s) with us, you may be asked to review and accept a Payment Schedule appendix to these terms on your next screen or login. This Payment Schedule will override any pre-existing payment schedule. A copy will be sent to you together with your Terms and Conditions in an email and emailed to a 3rd party backup account for record keeping. However , regardless, your Payment Schedule begins at the first date your device was activated (powered on) after your order was placed. This activation is logged by our system automatically and so this condition in these terms is to simplify billing and avoid disputes as to the start date.

If your device was not installed for any period of time after activation, it does not change the start date for your Payment Schedule.

These fees do not include any upgrades, add-on-features, renewals, device upgrades, additions, data usage above what is included in the contract, repairs, service calls above what is included in the contract, legal fees, penalties, late penalties, etc. They only include the monthly service, included bandwidth, and licensing of the device for use on that property. Moving a device to a new property restarts the contract.

5. Term and Termination

5.A. Term

Begins on the Effective Date and continues until the last Order expires, unless terminated earlier. Each Order’s Subscription Term auto-renews unless either Party provides 30 days’ prior notice of non-renewal.

5.B. Termination by Subscriber

Subscriber may terminate an Order or this Agreement with 90 days’ written notice, subject to:

Device Termination Fees: Full retail cost minus paid Device fees, with discounts voided.
Service Termination Fees: Full contract value minus $12/month for remaining months.

5.C. Termination for Cause

GateGuard may terminate upon:

Material breach uncured within 30 days of notice, including but not limited to engaging prohibited law firms or attorneys (Introduction), violating non-disclosure/non-disparagement obligations (Section 17.D), or filing chargebacks (Section 4.D). In the event of such breach, the full amount of the contract value plus monthly fees and any applicable fees still apply, with all discounts voided.
Intellectual Property Rights violations, bankruptcy, or incurable breaches (effective immediately). In the event of such breach, the full amount of the contract value plus monthly fees and any applicable fees still apply, with all discounts voided.
Provider may suspend Services for unpaid Fees or breaches, but this shall not be grounds for the client to terminate their agreement or not pay fees. In the event of such breach, the full amount of the contract value plus monthly fees and any applicable fees still apply, with all discounts voided.

5.D. Surviving Sections

Sections 1, 4 (outstanding amounts), 5.D, 6, 7, 8, 9, 10, 11, 17, 18, 24, 25, 26, and 27 survive termination.

6. Intellectual Property

6.A. Ownership

All Intellectual Property Rights in Products and Services remain Provider’s. Subscriber assigns any acquired rights to Provider.

6.B. Data

Provider owns all data collected by Products/Services (excluding personal identifying information), usable for business purposes in anonymized/aggregated form without Subscriber’s consent.

6.C. Restrictions

Subscriber shall not:

Use, copy, modify, or distribute Products/Services beyond permitted use.
Reverse engineer, decompile, or sublicense Products/Services.
Remove proprietary notices.
Provide access to the insides of any GateGuard device
Share a login with anyone who is not a GateGuard customer.
Share a login with anyone, but instead must have one login per user, with each user reviewing and accepting all Terms, Conditions, and Service Agreements.

6.D. Feedback

All Subscriber feedback becomes Provider’s property, with Subscriber assigning all rights to Provider.

6.E. Marketing

Subscriber shall assist with marketing (e.g., serving as a reference, participating in case studies) at no cost. Provider may use Subscriber’s logos/marks with permission.

7. Confidentiality

7.A. Obligations

The Receiving Party shall:

Hold Confidential Information in strict confidence, using at least reasonable care.
Not disclose without Disclosing Party’s written approval.
Notify Disclosing Party of unauthorized use/disclosure.

7.B. Exceptions

Confidentiality does not apply to information:

Known prior to receipt.
Publicly available without breach.
Received from a third party without confidentiality obligations.
Independently developed without using Confidential Information.

7.C. Legal Disclosure

Required disclosures (e.g., by court order) must be preceded by notice to the Disclosing Party, with efforts to obtain confidential treatment as well as efforts to fight any and all such orders up-to and including appeal as teh subscriber’s cost.

7.D. Remedies

Breaches cause irreparable harm, entitling the Disclosing Party to equitable relief (e.g., injunctions) without bond, in addition to other remedies.

8. Warranty and Disclaimer

8.A. Mutual Warranties

Each Party warrants it has the authority to enter this Agreement, its execution does not violate other agreements, and it will comply with applicable laws.

8.B. Provider Warranties

Services will meet industry standards and Schedule A service levels.
Safeguards will protect Subscriber’s data security, including data accessed under Section 24.
Remedies for breaches: Reperformance (for service issues) or modification/replacement (for data security issues).

8.C. Exclusions

No liability for issues due to Subscriber’s misuse, unauthorized modifications, or external factors (e.g., network issues). Subscriber agrees to not place confidential information or trade secrets onto this platform(s) so as to eliminate the risk of unauthorized access or sharing of such information.

8.D. Subscriber Acknowledgment

Subscriber acknowledges Provider is a newer business using new technology, which may face legal, financial, or regulatory challenges, potentially affecting service provision.

8.E. Disclaimer

Products/Services are provided “AS IS” except as warranted, with no implied warranties (e.g., merchantability, fitness, title, non-infringement). Provider does not guarantee uninterrupted, secure, or error-free operation.

9. Indemnity

9.A. Provider Indemnity

Provider defends Subscriber against third-party claims that Products/Services infringe U.S. patents, copyrights, or trademarks, provided Subscriber notifies Provider, grants sole control of any such litigation, funds any and all legal expenses, agrees to cover any awarded or settled amounts, and fully assists.

9.B. Subscriber Indemnity

Subscriber defends Provider against claims from Subscriber’s Agreement violations, improper use, failure to obtain necessary consents for GateGuard’s access to connected accounts under Section 24, or third-party actions facilitated by Subscriber’s breach of Section 17, including IP infringement, trade secret misappropriation, or non-disclosure/non-disparagement violations, paying awarded/settled damages, provided Provider notifies Subscriber, grants sole control, and assists.

9.C. Security Limitations

Subscriber acknowledges no technology is fully secure, accepting risks of errors, hacking, or data interception. Provider is not liable for third-party acts/omissions causing harm.

Subscriber acknowledges that this service is not a security device, alarm, or lock and that we do not guarantee or guarantee any locks, locking mechanisms, or circuitry related to locking mechanisms.

Subscriber acknowledges that Provider cannot and does not guarantee or make any representations as to any ability to protect persons or property.

10. Limitation of Liability

10.A. Exclusions

Neither Party is liable for lost profits, indirect, special, or consequential damages, except for:

Subscriber’s breach of usage or exclusivity restrictions.
Subscriber’s breach of confidentiality, Intellectual Property Rights, or non-disclosure/non-disparagement obligations.
Indemnification obligations.

10.B. Cap

Liability of Provider is limited to the lesser of:

Amounts paid by Subscriber in the prior 12 months.
$10,000.
Indemnification liability is capped at three times the above cap.

11. MCI / Capital Improvement / DHCR / Other Agencies

Subscriber may apply for capital improvement rent increases but does so at its own risk, with no guarantees from Provider. All Fees remain due regardless of agency outcomes. Subscriber is responsible for researching applicable regulations.

12. Internet Connectivity & Permission to Install Connectivity Devices

12.A. Requirements

Subscriber must, on request of provider, provide broadband internet capable of high-speed video uploads, including CAT5 Ethernet. Subscriber must provide power with backup including a grounded outlet, 110/120 or 220/240v, and a UPS capable of powering our device and any camera surveillance equipment for at-least 12 hours without ground power.

12.B. Provider Rights

Install ancillary equipment (e.g., antennas, cellular equipment, satellite equipment, WiFi routers, access points, etc.) on Subscriber’s property to ensure connectivity and/or to provide internet (for free or paid) to others.
Sell/resell internet to tenants without sharing revenue.
Modify property (e.g., drill, anchor, cut) to install systems.
Access property 24/7 with 30-minute notice, billing delays at standard labor rates.

12.C. Subscriber Obligations

Provide redundant power (UPS) and assume liability for power/internet failures.
Not interfere with Provider’s equipment or install competing connectivity devices.
Pay $17/GB for data over 800MB/month via Provider’s SIM card.
Maintain working, recording cameras monitoring all GateGuard equipment, or pay full retail value ($18,000) for unrecorded damage.
Subscriber is responsible for any and all cosmetic repairs, sheet metal costs, wire and material costs, conduit costs, antenna costs, paint, masonry, drywall and/or any other repair (Structural or cosmetic) required or desired as a result of installation GateGuard devices and/or ancillary equipment.

12.D. UPS

$289 (device of our choosing) + 1 hour labor (where we install).
A UPS is required in all installations. Failure to maintain UPS voids free device replacement.

13. Package and Delivery Management

13.A. Provider Control

GateGuard controls all package delivery aspects, including who, when, and what can be delivered.

13.B. Rules

Provider may restrict hazardous/oversized items or require delivery to holding facilities.
Deliveries may only occur 12am–6am, with GateGuard as exclusive courier (and/or exclusive licensor of such rights)
GateGuard may direct, detour, or move packages to an alternate location such as a package locker or warehouse or 3rd party location (store, storage unit, etc.) for safety, security, convenience, cost-savings, and/or efficiency.
Packages unclaimed for 3+ days may incur storage/retrieval fees.
Subscriber must provide tenant and/or resident lists for the full portfolio access;
Subscriber must provide detailed and full rent-role information for portfolio on request (for all categories of resident or inhabitant: residential, commercial, condo/coop shareholder, office, industrial, temporary, staff, etc.)
GateGuard may grant additional access to entities and/or individuals for package delivery and/or retrieval.
GateGuard may replace existing package systems for the portfolio..
GateGuard has exclusive guest/access management for the portfolio.
GateGuard may replace existing access control and intercom systems for the portfolio.

13.C. Liability

Couriers remain liable for all packages regardless of reason or cause until recipient takes possession. That is, Couriers must fully ensure and remain liable for all products even if they are lost due to vandalism, theft, and/or technical failure of a GateGuard device or affiliated service.

14. Amenities and Services

GateGuard may sell additional services (e.g., insurance, internet, delivery, retail, services, media, etc.) to tenants via its platforms, with no revenue sharing or Subscriber veto rights.

15. Not a Security System or Security Guard Replacement

GateGuard’s Products/Services are not security systems or guard replacements and do not prevent unauthorized entry. Subscriber acknowledges this limitation.

16. Right to Surveil Our Devices & Operation

16.A. Cameras

GateGuard may install cameras in public spaces to monitor equipment and operations, charging Subscriber for installation if vandalism occurs.

In the event of lost packages in or around the portfolio, such as a trend of lost packages in the city or neighborhood of the Provider’s device, Provider may install package-counting AI-powered cameras in the lobby or other relevant areas of the client at the client’s expense (parts and labor and monthly fees). A minimum fee of $349 for the camera, 2 hours of Senior Technician labor, and $39.99/mo per camera shall apply. Even if the Subscriber has their own camera system, Provider may install such a system at its own initiative. Provider is not required to give access to these camera logs or feeds to the Subscriber.

16.B. Body Cameras

Staff/vendors may wear recording devices, with Subscriber ensuring consent for private space access.

17. No Copying. Non-Compete

17.A. Non-Compete

Subscriber shall not engage in any access control business (e.g., smart locks, intercoms). Violations transfer full entity ownership and IP to GateGuard, reflecting estimated losses from trade secret exposure and competitive harm.

17.B. Restrictions

Subscriber shall not copy, photograph, or share GateGuard’s designs/technology. Subscriber grants GateGuard unlimited license to its IP and waives claims against GateGuard.
Subscriber shall not, directly or indirectly, assist any third party in copying, reverse-engineering, or exploiting GateGuard’s technology, trade secrets, or proprietary information, including by sharing access credentials, documentation, or system data.
Liquidated Damages Clause: Subscriber acknowledges that GateGuard’s hardware and software represent proprietary, confidential, and highly valuable intellectual property. Unauthorized reproduction, reverse engineering, or dissemination may cause GateGuard substantial and irreparable harm, including loss of competitive advantage, reputational damage, and customer attrition. Accordingly, the Parties agree that:

Minor Breach (e.g., unauthorized screenshots, shared documentation): $500,000 per instance, reflecting estimated losses from trade secret exposure.
Major Breach (e.g., device cloning, reverse engineering, deployment of competing system): $25,000,000 per instance, reflecting estimated losses from market disruption and IP devaluation.
Systemic Breach (e.g., founding or materially assisting a competing company using GateGuard IP): $100,000,000, reflecting estimated losses from enterprise-wide competitive harm.
These amounts are agreed upon as liquidated damages and not as penalties, reflecting a reasonable estimate of the likely damages GateGuard will suffer, given the proprietary and trade secret nature of its systems. The Parties acknowledge that actual damages would be difficult to ascertain and that this clause is essential to the business relationship. GateGuard retains the right to pursue actual damages or injunctive relief in the event of any IP-related breach.

GateGuard may seek immediate injunctive relief to prevent Subscriber or third parties assisted by Subscriber from copying, reverse-engineering, or exploiting GateGuard’s technology, without proving actual damages.

17.C. Audit Rights

GateGuard may, with 5 days’ notice, audit Subscriber’s systems, records, and premises to verify compliance with this section. Subscriber shall cooperate fully, and any non-compliance incurs a $10,000 audit fee plus actual costs, reflecting estimated losses from potential trade secret exposure.

17.D. Non-Disclosure and Non-Disparagement

Non-Disclosure: Subscriber shall not disclose, directly or indirectly, the existence of their relationship with GateGuard or any details of such relationship, including but not limited to the terms of this Agreement, services provided, pricing, performance, or any interactions with GateGuard, its team, or affiliates, except as required by law or with GateGuard’s prior written consent. Any unauthorized disclosure constitutes a material breach of this Agreement, entitling GateGuard to immediate termination (Section 5.C) and liquidated damages of $50,000 per instance, reflecting estimated losses from trade secret exposure and competitive harm, in addition to other remedies, as actual damages are difficult to ascertain.
Non-Disparagement: Subscriber shall not, directly or indirectly, make any statements or engage in any conduct that disparages, criticizes, or harms the reputation of GateGuard, its team members, shareholders, or affiliates, whether verbally, in writing, or through any medium, including online platforms, social media, or private communications, except as permitted below. This includes, but is not limited to, posting or facilitating negative reviews, comments, or ratings about GateGuard, its products, services, or personnel, whether using Subscriber’s name, pseudonyms, anonymous accounts, or any other form. Any violation of this non-disparagement obligation constitutes a material breach, entitling GateGuard to immediate termination (Section 5.C) and liquidated damages of $50,000 per instance, reflecting estimated losses from reputational harm, in addition to injunctive relief to remove or prevent such content and other remedies. Subscriber acknowledges that such actions cause irreparable harm to GateGuard’s reputation and business. Notwithstanding the foregoing, Subscriber may raise concerns or criticisms privately with GateGuard via support tickets submitted through PropertyPanel.xyz or by emailing [email protected], provided such communications are made in good faith and do not violate the non-disclosure obligations of this section.
Enforcement: GateGuard may monitor public and online platforms to enforce this subsection. Subscriber shall promptly notify GateGuard of any unintended disclosures and cooperate in mitigating any harm. Violations of this subsection are subject to Subscriber’s indemnification obligations (Section 9.B).

18. Personal Guarantee

Subscriber personally guarantees all debts and liabilities under this Agreement, including but not limited to Fees, arbitration fees (Section 21.C), chargeback penalties (Section 4.D), and liquidated damages. Provider may pursue Subscriber personally via litigation or arbitration, including wage garnishment or liens on personal, business, and/or portfolio properties, to enforce payment obligations. If Subscriber’s entity claims inability to pay any amounts owed, including arbitration fees, Subscriber personally guarantees and is responsible for securing payment, including through third-party financing if necessary, and shall cover any additional fees charged by such third parties.

19. Updates to Terms of Agreement

Subscriber must review terms each time an Order is placed or the Subscriber logs in, and should also check the terms each month for updates on the 1st and 15th of the month, as terms may change without notice unless required by law. Continued use or possession of equipment after changes indicates acceptance. In the event Subscriber disapproves of changes, Subscriber may terminate the Agreement by providing written notice to GateGuard within 14 days of the updated terms, subject to the Device and Service Termination Fees in Section 5.B.

20. Terms of Use and Privacy Policy

Subscriber agrees to Provider’s Website Terms of Service and Privacy Policy, which governs data access and use as described in Section 24. Continued use after updates indicates acceptance.

21. Miscellaneous

21.A. Assignment

Neither Party may assign rights/obligations without consent, except to Affiliates or in mergers/sales, provided the assignee agrees to terms.

21.B. Force Majeure

Provider is excused from performance delays due to uncontrollable events, including but not limited to cyberattacks, supply chain disruptions, and changes in applicable laws or regulations.

21.C. Arbitration

Disputes are resolved via AAA arbitration in Miami-Dade County, FL, unless GateGuard, at its sole discretion, opts to move a case to court or initiate a case in court without arbitration. GateGuard may waive arbitration to pursue more robust discovery necessary to protect its trade secrets and proprietary information. Subscriber may not move a case from arbitration to court or avoid arbitration if GateGuard insists on arbitration, as Subscriber does not provide trade secrets or proprietary information requiring such discovery. Subscriber shall pay all arbitration fees, including but not limited to AAA administrative fees, arbitrator fees, and related costs, regardless of the outcome of the arbitration. Subscriber personally guarantees and is responsible for these arbitration fees, even if Subscriber’s entity claims inability to pay, and GateGuard may pursue Subscriber personally via litigation, wage garnishment, or liens to enforce payment, as outlined in Section 18.

Subscriber waives any right to participate in a class action or representative action against GateGuard. Before initiating arbitration, the Parties shall engage in good-faith negotiations for 30 days to resolve disputes. Subscriber must submit a written dispute notice to GateGuard detailing the issue.

Provider may at any time require Subscriber to use a third-party e-Discovery vendor for disputes, bearing all costs, and to connect any and all personal and work email, devices, telecom services, messaging services, and document and file storage services, with vendor data shared with GateGuard.

21.D. Governing Law

Florida law applies, with exclusive jurisdiction and venue in the state courts of Miami-Dade County, Florida, or the United States District Court for the Southern District of Florida (SDFL), as specified in Introduction.

21.E. Notices

Must be in writing, effective upon delivery or confirmed receipt.

21.F. Relationship

Parties are independent contractors, not partners or agents.

21.G. Severability

If any provision is held invalid or unenforceable, the remaining provisions will continue in full force and effect.

21.H. Legal Review

Subscriber acknowledges they have reviewed this Agreement with legal counsel or had the opportunity to do so.

22. Disclaimer

GateGuard is not a security device or alarm system, and cannot be used as one. We do not make any representations or guarantees as to protecting people or property in or around any GateGuard device.

23. Schedule A: Support and Maintenance; Service Levels

23.A. Support

Provider maintains Subscription Services per Documentation, repairing/replacing defective components at no charge.
Updates (patches, enhancements) are included in Subscription Services.
Technical support is available 9am–7pm ET for up to three representatives per property via:

Email: [email protected]
Phone: 212-203-3714

Support limits vary by plan:

Gold: 5 emails and up to 3 hours/month per Device; $79.99 per additional call. This does not include on-site technician work, which is billed hourly as described in Section 23.C.
Premium (Phone Support Option): For an additional $89/month per property, Subscribers receive phone support with two calls per month included. $49/call after the first two calls per month. Once selected, Subscribers may not downgrade from Premium Support for the contract term. GateGuard may cap calls at 4 per week and direct all service requests to emails. Even with phone support, clients are still required to submit photos via the online support system and to have payment information stored as required for all accounts.

Issues caused by Subscriber actions incur labor rates (minimum 2 hours).
Support Request Requirements: All support requests must be submitted via our online dashboard, not phone, text, or WhatsApp, unless Subscriber has enrolled in Premium Support. This ensures proper record-keeping and efficient task assignment.

In the event a device is powered-off or offline, or there are issues with the locking mechanism (which is ~99% of the time due to physical issues and not the system), Subscriber must provide a series of photos of the system, its power supply, and various installation locations to enable remote diagnosis and reboot. GateGuard will not dispatch technicians without proof of a power-cycle (unplugging and replugging the device).
If a technician is dispatched and a power-cycle resolves the issue, Subscriber is responsible for a minimum 3-hour invoice for a senior technician ($240/hour, per Section 23.C). To avoid this expense, Subscriber must ensure compliance with photo and power-cycle requirements. These requirements apply to all subscribers, including Premium Support subscribers, for on-site technician requests, so as to keep our team lean and our pricing competitive.

No Liability for Delays: GateGuard is not liable for delays in support due to Subscriber’s failure to follow the support request requirements.

23.B. Service Levels

System Availability: 99% uptime monthly, excluding maintenance/Force Majeure.
Downtime: Excludes Subscriber-related issues (e.g., power loss) and 3rd-party issues (e.g., cell signal loss or internet failure).
Maintenance: We may disable all or part of the system for up to 3 hours/month for maintenance, with 5 days’ notice for scheduled, and 0-15 minutes for emergency maintenance (such as in the event of a bot attack or DDOS attack or other security or other issue).

23.C. Labor Rates

Low Voltage Technician: $189/hour
Helper: $90/hour
Supervisor: $240/hour
Day Rate (2 Installers): $1,499; additional: $750
Executive Team: $900/hour
Associates: $250/hour
VPs/Directors: $500/hour

23.D. Additional Pricing

Teman TAB 700: $169 (sets of 100, 200 minimum).
SIM Card: $7.99; Data: $16/GB.
UPS: $289 (device of our choosing) + 2 hour labor (where we install); A UPS is required in all installations.
Camera Kit: $4,200 (4 cameras, NVR). Does not include labor (minimum 2 senior techs plus 1 helper, 8 hours each).
Shipping: Courier rates + 15% handling + $45 packaging & materials (to ensure safe delivery).
Legal Fees: $500–$900/hour (or the rate in the counsel’s retainer, if higher); court appearances: $2,000 hourly for any GateGuard staff, minimum 8 hours. $1,000/hour for any GateGuard contractor or subcontractor, minimum 4 hours.

23.E. Device Replacement

First 36 months: Free replacement if no vandalism/tampering and UPS maintained; otherwise, full retail cost.
Deductible for damage: $999, with Subscriber’s insurance covering remainder or Subscriber liable.

24. Data Access and Usage Rights

24.A. Consent to Access

Subscriber consents to GateGuard accessing, reading, storing, and using all communications and data in Subscriber’s accounts (e.g., Gmail, Meta, Microsoft, or other platforms) connected to GateGuard’s services, including but not limited to emails, messages, and account activity. This access may be facilitated through Subscriber’s voluntary connection of such accounts for services like fee scanning, discount identification, instant login, and/or system integration.

24.B. Purposes

GateGuard may use accessed data for any purpose, including but not limited to advertising, litigation, trade secret protection, research, quality control, fraud prevention, developing new features and services, and/or defending against false claims or defamation. GateGuard may store data indefinitely and share it with third parties (e.g., legal counsel, advertisers) as needed to achieve these purposes, subject to applicable law.

24.C. No Liability

Subscriber acknowledges that GateGuard is not liable for any loss, damage, or claim arising from GateGuard’s access, use, or storage of Subscriber’s data, except in cases of GateGuard’s gross negligence or willful misconduct.

24.D. Subscriber Representations

Subscriber represents that they have the authority to grant GateGuard access to connected accounts and that such access does not violate third-party rights or applicable laws. Subscriber shall indemnify GateGuard against claims arising from unauthorized access or data use (Section 9.B).

24.E. Opt-Out

Subscriber may opt out of connecting accounts but acknowledges that doing so may limit access to certain services (e.g., fee scanning, discounts). Opting out does not affect GateGuard’s rights to data already accessed or collected.

24.F. Communication for Marketing and Support

By engaging with our site and/or services and/or by contacting us in any way, you expressly consent to us contacting you, your staff, and your teammates via text message, phone call, WhatsApp, fax, email, or other communication methods on any personal or work devices associated with you or listed in records connected to properties that may benefit from our services. This includes, but is not limited to, marketing, promotional, or informational communications related to our offerings. You may opt out of these communications at any time by following the unsubscribe instructions provided in the message or by contacting us directly, in accordance with applicable laws and regulations. You consent to our use of AI and other computer generated or assisted messaging for these and all messages.

25. Storage Devices and Smart Lockers

Subscriber grants GateGuard the right to place lockers, smart lockers, crates, containers, and other storage devices in basements, utility rooms, outdoor areas, rooftops, and/or under stairwells of Subscriber’s properties at no charge. These devices may be used to supply parts and materials to GateGuard technicians for Subscriber’s property and nearby clients (within a 100-mile radius) to expedite repairs. GateGuard may also use these devices for its own operational needs, sell access to them, rent them, and/or sell products and services from them. GateGuard may install smart locks and/or coded key boxes in or near doors and/or gates required to access these lockers. GateGuard may use the property’s power and internet to operate these devices. GateGuard is not responsible for any violations, fines, or penalties incurred by the property due to the installation or use of these devices. Subscriber grants this right in consideration of the faster support and lower-costs such a network of supply locations enables or might enable.

26. Solar Power and Battery Storage

GateGuard may install solar power and/or battery storage devices in, on, under, on top, or on the sides of Subscriber’s properties to power GateGuard devices and ancillary equipment (e.g., antennas, access points, routers, computers, servers, rigs, smart lockers, smart boxes, locks, cameras). Subscriber grants GateGuard access to these locations at no charge, and GateGuard may use the property’s power and internet to support these installations as needed.

27. Server and Computer Equipment

GateGuard may install servers, backup devices, battery backups, server racks, cooling devices, and other computer equipment on Subscriber’s properties to power the GateGuard network and provide distributed services, backup, and computational power for GateGuard’s operations. GateGuard may connect these devices to the building’s power and water supply at no cost to GateGuard. GateGuard shall not be responsible for any power or water bills resulting from the operation of these devices.

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