Terms of Service
Last Revised: Sept Dec 8, 2016, 10:53 AM EST
PLEASE READ THESE TERMS CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS.
Touchless Labs LLC, a Delaware Corporation (hereinafter referred to as "GateGuard", "we", "us", or "our") welcomes you ("User(s)" or "you") to our website at: http://GateGuard.xyz (the "Site") which can be used to acquire a facial-recognition and amenities building entry system (the "Service(s)"). You may use the Site and any Services acquired by you from GateGuard in accordance with the terms and conditions hereunder. It is hereby made clear that the term "Site" shall also include any "Services" provided by GateGuard, whether subscribed for through the Site or offline. You may use the Site in accordance with the terms and conditions hereunder.
1. Acceptance of the Terms
By using the Site and/or the Services, you agree to comply with and be legally bound by the terms and conditions of these Terms of Service ("Terms"), whether or not you become a registered user of the Services. These Terms govern your access to and use of the Site and/or the Services and constitute a binding legal agreement between you and GateGuard.
VIOLATING THESE TERMS MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES. IF YOU DO NOT AGREE TO THESE TERMS, YOU HAVE NO RIGHT TO OBTAIN INFORMATION FROM OR OTHERWISE CONTINUE USING THE SITE AND/OR THE SERVICES AND YOU ARE REQUESTED NOT ENTER INTO, CONNECT TO, ACCESS OR USE THE SITE AND/OR THE SERVICES IN ANY MANNER.
The Site is available only to individuals who (a) are at least eighteen (18) years old (see section 17 below); and (b) possess the legal authority to enter into these Terms and to form a binding agreement under any applicable law.
2. The Service
The Service can be used to facilitate the monitoring of building entry, including but not limited to tenants, staff, guests, vendors, government officials, enforcement agents, trespassers, and illegal subletters. The service may also provide amenities such as remove unlock, package scanning, and more.
GateGuard’s responsibilities for the Services offered are limited to: (i) enabling people to enter the building by selecting a unit and entering a code, (ii) enabling people to enter the building by having someone remotely unlock the door via mobile device or apartment panel (optional, not included), (iii) enabling the Client to see a log of building entries, and filter by unit, face, person, and time. All services may be modified, updated, added, or removed at any time.
This Site provides comprehensive information regarding GateGuard and may include additional content related thereto such as contact information, videos, text, logos, button icons, images, data compilations, links, other specialized content, documentation, data, related graphics, know-how, specifications materials, designs, data, the "look and feel" of the Site, GUI, interactive features and other features obtained from or through the Site (collectively, the "Content").
ALL RIGHTS IN AND TO THE CONTENT AVAILABLE ON THE SITE ARE RESERVED TO GateGuard. TO THE EXTENT LEGALLY PERMISSIBLE, THE SITE AND THE CONTENT AVAILABLE THEREIN AND THE CONTENT (AS SUCH TERM IS DEFINED BELOW) ARE PROVIDED ON AN "AS IS" BASIS. GateGuard WILL NOT BE LIABLE FOR ANY DAMAGES OR LOSS, INCURRED BY YOU OR ANY OTHER PERSON AS A RESULT OF OR IN CONNECTION WITH SERVICES PROVIDED.
YOU ACKNOWLEDGE, UNDERSTAND AND AGREE THAT GateGuard MAKES NO RECOMMENDATIONS AND SUGGESTS NO ACTION. YOU UNDERSTAND GateGuard IS NOT AN ATTORNEY, LAW FIRM, LAW ENFORCEMENT, OR GOVERNMENT AGENCY. YOU AGREE AND ACKNOWLEDGE YOU WILL NOT TAKE ACTION BASED ON GateGuard INFORMATION. INFORMATION WE PRESENT ON OUR SITE OR OTHERWISE MAKE AVAILABLE TO YOU IS MERELY OPINION AND NOT REPRESENTED AS FACT AND WE ENCOURAGE YOU NOT TO ACT UPON IT WITHOUT DOING YOUR OWN INVESTIGATION AND DUE DILIGENCE.
GateGuard IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL INFORMATION AND ANY ACTIONS TAKEN ARE AT THE USER'S OWN RISK.
GateGuard may need access to update, repair, replace, or test devices. BY USING THIS SITE YOU GIVE GateGuard FULL PERMISSION TO ACCESS ANY PROPERTY OF YOURS, DIGITAL OR REAL WORLD, IN ANY METHOD, FOR ANY PURPOSE. BY CLICKING ANY LINK OR BUTTON, YOU REITERATE YOUR AGREEMENT.
3. Account Registration
In order to access certain features of the Service you must register and create an account ("Account"). Registration can be done by completing the registration form available on the Site.
CANCELLING YOUR ACCOUNT MAY CAUSE THE LOSS OF CERTAIN INFORMATION YOU PROVIDED TO US AND/OR THE CAPACITY OF YOUR ACCOUNT. WE DO NOT ACCEPT ANY LIABILITY FOR SUCH LOSS.
4. Use Conditions and Restrictions
There are certain conditions which are strictly required and certain conducts which are strictly prohibited, when using the Site. Please read the following conditions and restrictions carefully. Failure to comply with any of the provisions set forth herein may also expose a User to civil and/or criminal liability.
You may not (and you may not permit any third party to) unless otherwise explicitly permitted under these Terms: (a) use the Site and/or the Content for any illegal, immoral, unlawful and/or unauthorized purposes; (b) use the Site and/or Content for non-personal or commercial purposes without GateGuard's express prior written consent; (c) remove or disassociate, from the Content and/or the Site any restrictions and signs indicating proprietary rights of GateGuard or its licensors, including but not limited to any proprietary notices contained in such materials (such as ",", or "), and you represent and warrant that you will abide by all applicable laws in this respect; (d) interfere with or violate Users' rights to privacy and other rights, or harvest or collect personally identifiable information about Users without their express consent, whether manually or with the use of any robot, spider, crawler, any search or retrieval application, or use other manual or automatic device, process or method to access the Site and retrieve, index and/or data-mine information; (e) interfere with or disrupt the operation of the Site or the servers or networks that host the Site, or disobey any laws, regulations, requirements, procedures, or policies of such servers or networks; (f) falsely state or otherwise misrepresent your affiliation with any person or entity, or express or imply that GateGuard endorses you, your site, your business or any statement you make, or present false or inaccurate information about the Site; (g) take any action that imposes, or may impose, an unreasonable or disproportionately large load on our platform infrastructure, as determined by us; (h) bypass any measures we may use to prevent or restrict access to the Site; (i) copy, modify, alter, adapt, replicate, make available, translate, port, reverse engineer, decompile, or disassemble any portion of the Content made available by GateGuard on or through the Site, or publicly display, reproduce, create derivative works from, perform, distribute, or otherwise use such Content; (j) copy, distribute, display, execute publicly, make available to the public, reduce to human readable form, decompile, disassemble, adapt, sublicense, make any commercial use, sell, rent, transfer, lend, process, compile, reverse engineer, combine with other software, translate, modify or create derivative works of any material that is subject to GateGuard's proprietary rights, including GateGuard's Intellectual Property (as defined below), in any way or by any means, unless expressly permitted in the Terms and/or under any applicable laws which expressly permits such actions; (k) make any use of the Content on any other site or networked computer environment for any purpose, without GateGuard's prior written consent; (l) create a browser or border environment around GateGuard Content (no frames or inline linking is allowed); (m) sell, license, or exploit for any commercial purposes any use of or access to the Site and/or Content; (n) frame or mirror any part of the Site without GateGuard's prior express written authorization; (o) create a database by systematically downloading and storing all or any of the Content from the Site; (p) interfere with or damage the Site, including, without limitation by transmitting or otherwise making available in connection with the Site any virus, worm, trojan horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (q) use the Site for any purpose for which the Site is not intended; (r) infringe and/or violate any of the Terms; (s) provide to us any content which is unlawful for you to possess, post or upload in the country in which you are resident, or which it would be unlawful for GateGuard to use or possess in connection with the Site (including but not limited to any content which is defamatory, libelous, pornographic, indecent, harassing, threatening, abusive or fraudulent or any content which infringes upon third party privacy rights); (t) Use the Site to infringe the rights of any person or entity, including without limitation, their intellectual property, privacy, publicity or contractual rights; (u) use the Site to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers; (v) impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity, including forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site or to send altered, deceptive or false source-identifying information; (w) provide any information we give you to any third party without our written consent; (x) share any information provided to you by us or otherwise in connection with the Site or Service with any site that provides listings of, including by not limited to: shared housing, sublets, real estate, "bed and breakfasts", hotels, apartments, housing, dorms, couch surfing, emergency housing, shelter, law enforcement, real estate news, without prior written consent from us; (y) to the extent permitted by law, share any information provided to you with any law enforcement or government or court entity of any kind in any jurisdiction without prior written consent from us; or (z) advocate, encourage, or assist any third party in doing any of the foregoing.
Without derogating from the forgoing you acknowledge and agree that you will not share Content or any other information provided to you by us or otherwise made available in connection with the Site with any employee, contractor, agent, partner, vendor, investor, affiliate, attorney or law firm, investigator, or anyone with any relationship with any listing website or service, including, without limitation, Airbnb (including any company owned or affiliated with or operated by Airbnb, Inc., including but not limited to: Airbnb Payments, Inc., Airbnb Ireland, Airbnb Payments UK Ltd), VRBO, Homeaway, Craigslist, booking.com, or any other site where short term rentals or rentals of any kind are available or. If you violate this provision, you agree to pay $10,000 per host or listing or results page or table shared, and any and all legal fees to recover from you, successfully or not, and any damages claimed by them against us, and any legal fees we are required to pay to defend such claim. You further agree that you will not share Content or any other information provided to you by us or otherwise in connection with the Site with any employee, contractor, agent, partner, vendor, investor, affiliate, attorney or law firm, investigator, or anyone with any relationship with any law enforcement agencies, any press, any violators of housing law, any government officer, any government employees or contractors or any politician, without our consent. GateGuard has the right to investigate and prosecute violations of any of the above to the fullest extent permitted by the law.
5. Orders and Fees
You may purchase subscriptions to Services by submitting orders via the Site. All orders are subject to acceptance by GateGuard. The applicable fees shall be as stipulated in the price list made available by GateGuard on the Site from time to time, and subject to the additional payment terms stipulated at: http://GateGuard.xyz/legal/payment.php, from time to time. GateGuard reserves the right to amend the price list and payment terms from time to time in its sole discretion, in which case any further purchase of additional Services or renewal of Services shall be subject to the price list and payment terms in effect at the time of additional purchase or renewal.
5.B. Amenities and Services
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. The Client has no veto rights over such services.
5.D. Internet Connectivity Requirement
You agree that GateGuard’s entry system requires broadband internet access capable of uploading video clips at high speed. You agree to provide internet access and bring a CAT5 Ethernet cable and power supply (grounded outlet, and UPS) to any door to which you will have us install GateGuard. You agree that if you ask us to handle such installation you will be billed at our Hourly Installation Rate (see Pricing).
You agree to have redundant power (UPS, Uninterrupted Power Supply) and that any internet or power failures and any damaging resulting from such are not the responsibility of GateGuard. You may order an Uninterupted Power Supply to be installed with GateGuard.
You agree that GateGuard may install WiFi routers, repeatersher method 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.
5.D. PropertyPanel.xyz Requirement
You agree that GateGuard will run on the PropertyPanel.xyz (by PropertyPanel, Inc., a DELAWARE corporation) platform and an account at PropertyPanel.xyz may be required to use the service at the time PropertyPanel.xyz goes live. You understand that the monthly subscription fees for PropertyPanel.xyz are not included in any payments for GateGuard.xyz. You understand that failure to maintain a PropertyPanel.xyz login may prohibit you from accessing and using GateGuard’s dashboard as it runs on PropertyPanel.xyz.
5.E. Panel & Equipment Ownership
You agree that you are purchasing only a license to use a GateGuard panel and equipment and that should you stop paying for monitoring services, GateGuard has the right to remove any and all GateGuard equipment and/or shut of any and all GateGuard services and other services provided by GateGuard.
GateGuard reserves the right to terminate service and remove equipment at its own discretion, for any reason. This is primarily disclaimed for the potential case where the rate of abuse or failure, such as due to vandalism by tenants or unreliable power or internet sources, makes supporting that installation too costly, burdensome, or unreliable to GateGuard to provide excellent service.
5.F. Insurance & Repair
In the event someone or something damages a GateGuard Panel so that is inoperable GateGuard will replace the panel, with a $400 deductible. GateGuard will do this up to 2 times, after which the deductible raises to $600. Should the panel fail on its own, due to an internal fault, GateGuard will replace it within the first year at no cost, and for $400 in years 2 and onward.
GateGuard will make every effort to replace panels within 1 business day, but cannot guarantee replacement time due to the many variables involved withy why a replacement may be needed, location, and installation requirements.
5.G. Installation only included in price in NYC
As of now, GateGuard installation is only available from us in New York City. We will make every effort to locate licensed, experienced installers in other cities for you, and help them in understanding the installation process but we cannot guarantee their work. Should you need installation in other cities, please ask and let us know how we can be helpful.
5.H. Software Changes
You understand we may change, update, modify, reduce, increase, or otherwise alter the software on the Panels and Site and Apps and Services and any software. This includes but is not limited to: remove or add services, change the interface, add or remove buttons and options, change the method of access, change the methods of storage, encryption, and usage.
5.I. Hardware Changes
You understand we may change, update, modify, reduce, increase, or otherwise alter the hardware. You agree that renderings of the hardware on the website may be differ slightly or drastically what is installed. You agree that we may, at any time, replace hardware installed, such as but not including: replacing panels, cameras, wiring, components, power sources, internet connectivity hardware, lighting, etc. You agree that GateGuard may do so at any time and does not require prior permission to enter a property and replace, add, remove, or alter hardware and/or software.
You agree to carry insurance against cyber attacks (“cyber insurance”), property damage, and other damage to the devices. You agree that should anyone damage a GateGuard panel or other equipment, GateGuard may place a claim with your insurance company to recoup the costs incurred in replacing and/or repairing any devices or equipment, including but not limited to hardware costs and hourly staff costs at our Hourly Installation Rate.
You agree that this service is in development and while every effort will be made to install within 90 days of your order, delays from our suppliers and developers may occur, as well as delays in scheduling installation and in internet access and power being brought to the door. We cannot and do not guarantee an installation date.
The Site may allow you to upload or otherwise make available to GateGuard your own information, including materials such as text, images, photos or videos. Please be sure that while sharing information you respect the intellectual property and privacy rights of third parties who have any rights with respect to information you make available to GateGuard. GateGuard will not bear any liability for any loss, damage, cost or expense that you may suffer or incur as a result of or in connection with any such receipt of such information or materials.
6.B. Monitored Information.
You acknowledge that GateGuard collects and monitors, automatically and/or manually people, property, and objects entering and approaching your property. You agree that all data collected by GateGuard and its devices and services becomes property of GateGuard.
7. Confidential Information.
You shall not disclose to third parties nor use for any purpose other than for the proper use of the Site any Confidential Information received from GateGuard in whatever form under these Terms or in connection with the Services without the prior written permission of GateGuard. "Confidential Information" shall mean all data and information, not made available to the general public, oral or written, that relates to GateGuard, the Site and/or the Services, including without limitation these Terms and any agreement between you and GateGuard or the identity of individuals involved in the making, ownership, investment in, or operation of GateGuard. You shall limit access to Confidential Information to those of your personnel for whom such access is reasonably necessary for the proper use of the Services under these Terms. Such personnel shall be bound by written confidentiality obligations not less restrictive than those provided for herein. You shall be responsible for any breach of these Terms by any of your personnel. You shall protect the Confidential Information with the same degree of care, but no less than a reasonable degree of care, to prevent unauthorized disclosure or use of Confidential Information, as you exercise in protecting your own proprietary information. The aforementioned limitations shall not apply to Confidential Information which you can demonstrate: (i) was in your possession prior to disclosure hereunder provided that, immediately upon disclosure, you have brought this fact to the attention of GateGuard; or (ii) was in the public domain at the time of disclosure or later became part of the public domain without breach of the confidentiality obligations herein contained; or (iii) was disclosed by a third party without breach of any obligation of confidentiality; or (iv) is disclosed pursuant to administrative or judicial action, provided that you shall use your best efforts to maintain the confidentiality of the Confidential Information. If only a portion of the Confidential Information falls under any of the above alternatives, then only that portion of the Confidential Information shall be excluded from the use and disclosure restrictions of these Terms.
8. Intellectual Property Rights
The Site, the Services the Content, and any other proprietary assets of GateGuard and any and all intellectual property rights pertaining thereto, including, but not limited to, inventions, patents and patent applications, trademarks, trade names, service marks, copyrightable materials and trade secrets, whether or not registered or capable of being registered (collectively, "Intellectual Property"), are owned by and/or licensed to GateGuard and are protected by applicable copyright and other intellectual property laws and international conventions and treaties. All rights not expressly granted to you hereunder are reserved by GateGuard and its licensors. The Terms do not convey to you an interest in or to GateGuard Intellectual Property but only a limited, revocable right of use in accordance with the Terms. Nothing in the Terms constitutes a waiver of GateGuard's Intellectual Property under any law. No licenses is granted to you by implication or otherwise under any Intellectual Property rights owned or controlled by GateGuard or its licensors, except for the licenses and rights expressly granted under these Terms. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Site and/or Content, except as expressly permitted in these Terms.
To the extent you provide any feedback, comments or suggestions to GateGuard ("Feedback"), GateGuard shall have an exclusive, royalty-free, fully paid up, worldwide, perpetual and irrevocable license to incorporate the Feedback into any GateGuard current or future products, technologies or services and use same for any purpose all without further compensation to you and without your approval. You agree that all such Feedback shall be deemed to be non-confidential. Furthermore, you warrant that your Feedback is not subject to any license terms that would purport to require GateGuard to comply with any additional obligations with respect to any GateGuard current or future products, technologies or services that incorporate any Feedback.
9. Trademarks and Trade names
GateGuard's marks and logos and all other proprietary identifiers used by GateGuard in connection with the Site ("GateGuard Trademarks") are all trademarks and/or trade names of GateGuard, whether or not registered. All other trademarks, service marks, trade names and logos which may appear on the Site belong to their respective owners ("Third Party Marks"). No right, license, or interest to GateGuard Trademarks and the Third Party Marks is granted hereunder, and you agree that no such right, license, or interest may be asserted by you with respect thereto and therefore you will avoid using any of those marks, except as permitted herein.
You hereby agree that we may use your logos, brands, name, and intellectual property in any way we wish, including for marketing, investigation, promotional, and any other purpose.
10. Changes to the Site
GateGuard reserves the right to modify, correct, amend, enhance, improve, make any other changes to, or discontinue, temporarily or permanently this Site (or any part thereof, including but not limited to the Services or Content) without notice, at any time. In addition, you hereby acknowledge that the Content provided via this Site may be changed, extended in terms of content and form or removed at any time without any notice to you. You agree that GateGuard shall not be liable to you or to any third party for any modification, suspension, or discontinuance of this Site or the Content included therein.
11. Links to Third Party Sites
12. Disclaimer of Warranties
TO THE FULLEST EXTENT LEGALLY PERMISSIBLE, THE SITE, CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, GateGuard, INCLUDING ITS VENDORS, OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, SUBSIDIARIES, LICENSORS, AGENTS AND SUPPLIERS ("GateGuard REPRESENTATIVES") EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF GateGuard. THE SITE'S AVAILABILITY AND FUNCTIONALITY DEPENDS ON VARIOUS FACTORS, SUCH AS COMMUNICATION NETWORKS, HARDWARE, SOFTWARE AND GateGuard's SERVICE PROVIDERS AND CONTRACTORS. WE DO NOT WARRANT OR GUARANTEE (I) THAT THE SITE OR IS OR WILL BE SECURE, TIMELY, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERRORS, OR FREE OF VIRUSES, DEFECTS, WORMS, OTHER HARMFUL COMPONENTS OR OTHER PROGRAM LIMITATIONS, (II) THAT WE WILL CORRECT ANY ERRORS OR DEFECTS IN THE SITE, (III) AND/OR MAKE ANY REPRESENTATION REGARDING THE USE, INABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OF THE SITE AND/OR CONTENT AVAILABLE THEREON OR THROUGH THE SITE (INCLUDING THAT THE RESULTS OF USING THE SITE WILL MEET YOUR REQUIREMENTS). GateGuard MAKES NO WARRANTY THAT THE SITE OR CONTENT, INCLUDING, BUT NOT LIMITED TO, REPORTS, ALERTS OR DATA WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. GateGuard MAKES NO WARRANTY REGARDING THE QUALITY OF ANY INFORMATION OR CONTENT OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT OBTAINED THROUGH THE SITE OR IN CONNECTION WITH THE SERVICES.
WE ARE NOT RESPONSIBLE AND HAVE NO LIABILITY FOR ANY ITEM OR SERVICE PROVIDED BY ANY PERSON OR ENTITY OTHER THAN GateGuard. WE ARE NOT RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR OTHERS THAT MAY RESULT FROM TECHNICAL PROBLEMS (INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION, OVERLOAD OF SERVERS, DELAYS OR INTERRUPTIONS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS.
YOU AGREE THAT USE OF THE SITE, THE SERVICES AND/OR THE CONTENT IS ENTIRELY AT YOUR OWN RISK. YOU FURTHER AGREE THAT GateGuard AND THE GateGuard REPRESENTATIVES ARE NOT RESPONSIBLE FOR ANY DAMAGE CAUSED BY YOUR OR ANYONE"S USE OF THE GateGuard SERVICES, SITE, INFORMATION, ALERTS, OR REPORTS.
INASMUCH AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR LIMITATIONS AS SET FORTH HEREIN, THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.
13. Limitation of Liability
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE AND CONTENT REMAINS WITH YOU. NEITHER GateGuard NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE, OR SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE SITE, OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT GateGuard HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
IN NO EVENT WILL GateGuard’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE SITE EXCEED THE AMOUNTS YOU HAVE PAID IN THE ONE (1) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY. YOU AGREE, REGARDLESS OF PAYMENTS, OUR MAXIMUM LIABILITY IS $10,000 OR YOUR LATEST MONTHLY FEE, WHICHEVER IS LOWER. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN GateGuard AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
You agree to release, defend, indemnify, and hold GateGuard and its affiliates, including all GateGuard Representatives, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (a) your access to or use of the Site or Content; (b) your violation of any provision of these Terms, (c) your violation of any third party rights, including without limitation any intellectual property rights or privacy right of such third party with respect to your use of the Site, or (d) any damage of any sort, whether direct, indirect, special or consequential, you may cause to any third party with relation to the Service or the Site or the Content.
You agree GateGuard is not responsible for breaches, real or digital, that result in damage to your property or business. Always have redundant systems, insurance, and emergency plans.
You understand that GateGuard may use contractors and third-parties to provide services and that you hold these third parties, their affiliates and subsidiaries and contractors and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (a) your access to or use of the Site or Content; (b) your violation of any provision of these Terms, (c) your violation of any third party rights, including without limitation any intellectual property rights or privacy right of such third party with respect to your use of the Site, or (d) any damage of any sort, whether direct, indirect, special or consequential, you may cause to any third party with relation to the Site or the Content.
You understand and accept that Friend or Fraud (Friend or Fraud INC in the USA, and Friend or Fraud LTD in Israel) is a provider of technical knowledge and expertise and is not responsible in any way for the Services, Site, or Content of GateGuard. You agree to hold Friend or Fraud, its affiliates and subsidiaries and contractors and its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (a) your access to or use of the Site or Content; (b) your violation of any provision of these Terms, (c) your violation of any third party rights, including without limitation any intellectual property rights or privacy right of such third party with respect to your use of the Site, or (d) any damage of any sort, whether direct, indirect, special or consequential, you may cause to any third party with relation to the Site or the Content.
Without derogating from the foregoing, we reserve the right to assume the exclusive defense and control of any matter which is subject to indemnification by you, which will not excuse your indemnity obligations hereunder and in which event you will fully cooperate with us in asserting any available defense. You agree not to settle any matter subject to an indemnification by you without first obtaining our prior express written approval. It is hereby clarified that the defense and indemnification obligations set forth herein will survive these Terms.
15. Amendments to the Terms
GateGuard may, at its sole discretion, at any time and without prior notice, change the Terms from time to time, including any other policies incorporated thereto, and including any pricing and fees, so please re-visit this page frequently. In case of any material change, we will make reasonable efforts to post a clear notice on the Site and/or will send you an e-mail (to the extent that you provided us with such e-mail address) regarding such change. Such material changes will take effect after such notice was provided on our Site or sent via e-mail, whichever is the earlier. Otherwise, all other changes to these Terms are effective as of the stated "Last Revised" date and your continued use of the Site on or after the Last Revised date will constitute acceptance of, and agreement to be bound by, those changes. In the event that the Terms should be amended to comply with any legal requirements, the amendments may take effect immediately, or as required by the law and without any prior notice. By continuing to access or use the Site after we have posted a modification on the Site or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Site.
16. Termination of the Services’ operation
At any time, GateGuard may discontinue your use of the Service in its sole discretion with or without any reason or prior notice, in addition to any other remedies that may be available to GateGuard under any applicable law. Additionally, GateGuard may at any time, at its sole discretion, cease the operation of the Site or any part thereof, temporarily or permanently, without giving any prior notice. You agree and acknowledge that GateGuard does not assume any responsibility with respect to, or in connection with the termination of the Site's operation and loss of any data. The provisions of these Terms that, by their nature and content, must survive the termination of these Terms in order to achieve the fundamental purposes of these Terms shall so survive. Without limiting the generality of the forgoing, the Intellectual Property Rights, Disclaimers of Warranties, Limitation of Liability, Indemnification and General sections will survive the termination of the Terms.
18. Governing Law; Jurisdiction; Dispute Resolution
Certain additional legal terms, related to interpretation of these Terms, their governing law and other terms and restrictions related to the resolution of any dispute, claim or controversy between you and GateGuard, shall be as stipulated at: http://GateGuard.xyz/legal/dispute.php from time to time (the "Dispute Resolution Terms"). By accepting these Terms or otherwise entering, connecting to, accessing or using the Site, you acknowledge that you have read and understood the Dispute Resolution Terms, which are incorporated herein by reference, and you agree to be bound by and to comply with such Dispute Resolution Terms, and any provision thereof.
Entire Agreement - These Terms constitute the entire and exclusive understanding and agreement between GateGuard and you regarding the Site, Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between GateGuard and you regarding the Site, and/or Content.
Assignment - You may not assign or transfer these Terms, by operation of law or otherwise, without GateGuard's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. GateGuard may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Notices - Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by GateGuard (i) via email (in each case to the address that you provide) or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted and for notices made by posting to the Site the date of receipt will be deemed the date on which such notice is posted.
Interpretation - Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof.
No Waiver; Cumulative Remedies; Severability - The failure of GateGuard to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of GateGuard. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
Third Party Beneficiaries - These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties. Notwithstanding the foregoing, the parties agree that the third party payment service providers and payment card networks are third party beneficiaries of these Terms for purposes of enforcing provisions related to payments, but that their consent or agreement is not necessary for any changes or modifications to these Terms.
20. For information, questions or notification of errors, please contact:
If you have any questions (or comments) concerning the Terms, you are most welcome to send us an e-mail and we will make an effort to reply within a reasonable timeframe: [email protected] or http://GateGuard.xyz