Terms & Conditions

GATEMASTER TERMS & CONDITIONS (“Agreement”)

Version Date: September 19, 2024

These Terms & Conditions (“Agreement”) govern your acquisition and use of Gatemaster Technology’s  services. By purchasing or using Gatemaster’s services, you acknowledge your acceptance of this Agreement. This Agreement applies to any order form or proposal that references it. If you are acting on behalf of a company or legal entity, you confirm that you have the authority to bind the entity and its affiliates to these terms. In such cases, “You” or “Your” refers to the entity and its affiliates. If you do not have such authority or disagree with these terms, you must not accept this Agreement and may not use the services.

Gatemaster reserves the right to modify these Terms or any services at any time, effective upon the posting of modified Terms or Services on the website. Gatemaster will make every effort to communicate these changes to You via the website. It is Your responsibility to ensure that You have read, understood, and agreed to the most recent Terms available.

1. Definitions
A. “Documentation” refers to any written materials Gatemaster provides in relation to the use of its services.
B. “Effective Date” means the date when both parties execute the Agreement or the date You first subscribe to the services.
C. “Error Correction” is a modification or addition that brings the software into material compliance with published specifications.
D. “Hardware” refers to equipment purchased or rented as detailed in Exhibit A.
E. “Release” includes new versions, error corrections, and/or updates to the software.
F. “Software” refers to Gatemaster’s entire suite of products, including legacy products and proprietary operations and sales strategies.
G. “System” refers to the configuration designed and maintained for Licensee.
H. “Term” is defined as two (2) years unless otherwise specified in writing.
I. “Update” means minor modifications or improvements provided to existing customers who have a support agreement.

2. Grant of License
Subject to compliance and payment of applicable fees, Gatemaster grants a limited, non-exclusive, non-transferable license to use the software within the specified territory, during the license term, and under the conditions outlined. The customer acknowledges Gatemaster’s ownership of the software and intellectual property rights.

3. License Limitations
Customer agrees not to reverse-engineer, decompile, or modify the software. Upon upgrading to a new version, previous versions must be destroyed. Unauthorized use of the software is grounds for termination and potential legal action.

4. License Fees
Customer agrees to pay all applicable license fees, including additional costs for services like onboarding, file conversion, consulting, managed services, onsite visits, travel, and custom development, unless otherwise agreed. If the customer opts not to use the full suite of services or chooses to integrate Gatemaster’s services with technology from other companies, Gatemaster reserves the right to impose additional fees or adjust the pricing structure to accommodate these requests. All state and federal taxes are the customer’s responsibility.

Failure to Pay: If the Customer fails to pay any fees or charges under this Agreement, Gatemaster may impose late fees and suspend services. If no payment or communication occurs within 60 days of the payment due date, Gatemaster may terminate the Agreement. Gatemaster is not responsible for any loss of data resulting from suspension or termination due to non-payment.

5. Customer Obligations
A. Error Notice: Customer must notify Gatemaster of any software errors within 24 hours of occurrence.
B. Modifications: Customer must promptly implement any modifications provided by Gatemaster.
C. Access: Customer must grant Gatemaster reasonable access to the software to perform under this Agreement.
D. Customer Participation: Customer’s active participation is required for the proper execution and implementation of Gatemaster’s services. This participation includes, but is not limited to, providing timely feedback, granting necessary access to systems and personnel, completing required training, and participating in scheduled meetings or consultations.
E. Professionalism and Transparency: The customer agrees to act professionally and transparently in all dealings with Gatemaster. This includes attending all scheduled check-ins and meetings, responding to communications promptly, and using the designated support portal to document any service-related issues or requests. Failure to do so may result in delays, additional fees, or potential termination of services.
F. Ethical Conduct: The customer agrees to uphold ethical standards in all interactions with Gatemaster. If Gatemaster reasonably suspects or becomes aware that the customer is engaging in or is seemingly engaged in illegal activity, including but not limited to theft, fraud, or misuse of Gatemaster’s services or software, Gatemaster reserves the right to terminate this Agreement immediately without notice. In such cases, Gatemaster may pursue legal action or seek compensation for any damages.

6. Gatemaster Obligations
A. Delivery: Gatemaster will deliver the product within a reasonable time frame.
B. Technical Assistance: Gatemaster will provide technical assistance for onboarding and operation.
C. Modifications: Gatemaster may make improvements to the product, but is not obligated to do so.

7. Transfer
You may not transfer or assign rights to the software without prior written approval from Gatemaster. Certain transfers, such as educational or not-for-resale copies, are not permitted.

8. Intellectual Property
The software, its structure, and its code are the intellectual property of Gatemaster. This Agreement grants no intellectual property rights beyond the limited license, and Customer agrees not to copy or reverse-engineer the software or its components.

9. Improvements
Any modifications or improvements made by Customer to Gatemaster’s products during the course of their use will be automatically assigned to Gatemaster, including intellectual property rights.

10. Data Security and Usage
Gatemaster will store Customer data on secure servers. While Gatemaster will take reasonable precautions to protect Customer data, the Customer acknowledges that no system is completely immune from security breaches. In addition, Customer grants Gatemaster the right to use anonymized and aggregated data for purposes including but not limited to industry research and development, marketing, performance analysis, and other activities that help advance both the industry and Gatemaster’s business. Customer data will not be sold to third parties for commercial use outside the scope of this Agreement.

11. Prohibited Conduct
Customer agrees not to engage in activities that harm Gatemaster, its software, or other customers, including reverse-engineering, altering, selling, or distributing the software without permission. Violations may result in termination and legal liability.

12. Term
This Agreement is effective for two (2) years and will automatically renew unless terminated by either party. Either party may terminate the Agreement with 60 days’ written notice prior to renewal.

13. Termination
If Customer fails to meet the material obligations of this Agreement, Gatemaster may terminate the license with 30 days’ written notice. Violations of Gatemaster’s intellectual property rights, failure to meet professional obligations, or engaging in illegal activity may result in immediate termination.

14. Warranty Disclaimer
Gatemaster provides the software “as-is” and disclaims all implied warranties, including fitness for a particular purpose. Gatemaster is not responsible for lost profits, business interruption, or any consequential damages.

15. Liability Limitation
To the fullest extent permitted by law, Gatemaster’s liability is limited to the fees paid by Customer in the six (6) months preceding any claim. Gatemaster is not responsible for loss or damages related to third-party software or hardware conflicts.

16. Environmental and Hardware Factors
Gatemaster does not guarantee the performance of the software in environments with interference, power interruptions, network or internet failure, voltage fluctuations, or incompatible hardware. It is the customer’s responsibility to ensure that their environment is free from these factors.

17. Confidential Information
Customer agrees to keep all information related to the product confidential, including account details and technical information, both during and after the term of this Agreement.

18. Governing Law
This Agreement is governed by the laws of the State of Colorado, without regard to its conflicts of law provisions.

19. Entire Agreement
This Agreement constitutes the entire understanding between the parties regarding the use of Gatemaster’s services and supersedes any prior agreements.