Terms of Use

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1. Acceptance of Terms

• These GateWise General Terms and Conditions of Use (“Terms“) are a legally binding agreement between GateWise, Inc., its subsidiaries, and affiliates (collectively, “GateWise“) and yourself (“you”).

• By clicking the “I Agree” or such similar button prior to accessing any of GateWise’s services and/or products and/or content and/or servers and/or programs and/or apps and/or web services and/or management consoles and/or websites (collectively, the “Services”) and and/or by otherwise accessing and/or using any of the Services, you represent that you have read, understood, accepted and agreed to be bound by these Terms. If you do not agree to these Terms, do not use the Services.

• GateWise reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms, at any time. Revisions to the Terms will be effective upon GateWise’s posting of such revised Terms at GateWise.com/ It is your responsibility to check these Terms for changes periodically. Your continued use of the Services after such posting of changes will constitute your consent to be bound by the revised Terms. If you do not agree to the Terms, your only remedy is to discontinue your use of the Services and to cancel any Account (as defined below) you have created for use of the Services. Gatewise may (but is not obligated to) notify you of any changes in these Terms.

• GateWise reserves the right to cease providing you with Services and/or to terminate or suspend all or part of your Account created for using the Services, without prior notice and without liability.

• GateWise may change any part of the Services, at any time, or discontinue the Services or any part thereof, for any reason, without prior notice and without liability.

• The Services is made available for personal and non-commercial use only. You are not allowed to resell, deep-link, use, copy, monitor (e.g., spider, scrape), display, download, reproduce, or use crawlers, robots, data mining or extraction tools of any type in connection with any content or information, software, products or Services available through the Services for any commercial or competitive activity or purpose.

• By accepting these Terms and/or by using the Services, you declare that you are of legal age to form a binding contract with Gatweise, and in any case, at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18). The Services is not available for use by persons under the age of legal majority.

2. Description of the Services

• GateWise installs “smart” Hardware on existing access points of gated communities (a “Facility”) (gates, amenity doors, garages, etc.), which allows such access points to be opened using the GateWise Mobile App (the “App”), all pursuant to the permission rights granted to the App user in relation to the specific access point (the “Permissions”). For the purposes of these Terms, an access point with an installed GateWise Hardware shall be referred to as a “Wise Gate”.

• A manager of a Facility under a valid, paid, Subscription Agreement with GateWise (“Access Point Manager“) in relation to a given Wise Gate, is given a access to the GateWise Management Console (the “Console”), and the Console allows the Access Point Manager to control the Permissions granted to any given App user to open such Wise Gate.

3. Grant of License

• As long as you fully comply with these Terms, GateWise grants you a personal, limited, non-exclusive, non-transferable, non-sublicensable, revocable, limited scope license access and use the Services, solely in connection with your lawful personal use of the Services and for no other purpose.

• You hereby acknowledge that your license to use the Services is limited by these Terms, and, if you violate or if, at any point, you do not agree to any of these Terms, your license to use the Services shall immediately terminate, and you shall immediately refrain from using the Services, without any liability to GateWise or any other third party.

• The Services and all rights therein are and shall remain GateWise’s property or the property of GateWise’s licensors. Neither these Terms nor your use of the Services convey or grant to you any rights: (i) in or related to the Services except for the limited license granted above; or (ii) to use or reference in any manner GateWise’s company names, logos, product and Services names, trademarks or services marks or those of GateWise’s licensors.

• GateWise retains all rights in the Services and its related materials (including, but not limited to, applications, software, designs, graphics, texts, information, pictures, video, sound, music, and other files, and their selection and arrangement) (collectively, the “IP“). The entire contents of the Services are protected by applicable copyright, trade dress, patent, and trademark laws, international conventions, and other laws protecting intellectual property and related proprietary rights. You may not directly or indirectly modify, decompile, disassemble, reverse engineer, copy, transfer, create derivative works from, rent, sub-license, distribute, reproduce framed, republish, scrape, download, display, transmit, post, lease or sell in any form or by any means, in whole or in part, use for any purpose other than for using the Services pursuant to these Terms or otherwise exploit any of the IP without GateWise’s explicit, prior written consent. You hereby acknowledge that you do not acquire any ownership rights by using the Services or by accessing any of the IP, or rights to any derivative works thereof.

4. Access to the Services

• The Services are made available to you pursuant to a valid Subscription Agreement (and its supplements) between GateWise and the Access Point Manager. You hereby acknowledge that your use of the Services does not establish GateWise as a provider of any access point management services to you or the Facility, and you acknowledge that any liability or responsibility in relation to the Services and/or the Access Points lays exclusively with the Access Point Manager.

• The Services provided are based on Permissions granted to your User Account, which shall be configured by the Access Point Manager via the Console. While GateWise provides the Access Point Manager with the user interface to configure the Permissions, GateWise itself does not bear any responsibility or liability in relation to the configurations configured by the Access Point Manager, and you agree that you may be denied access to or use of the Services if such decision is made by the Access Point Manager for any reason. Any requests or claims in relation to such configuration should be made directly to the Access Point Manager, and you agree to indemnify and hold GateWise harmless for any demands, claims, suits or complaints made in relation to such configuration of Permissions.

• The access or use of the Services and/or of the User Account is not permitted if it may cause nuisance, annoyance, inconvenience, or property damage, whether to GateWise, the Access Point Manager, or any other party. You agree to comply with all applicable laws when accessing or using the Services and/or the User Account, and you may only access or use the Services and/or the User Account for lawful purposes (e.g., no opening access points which you do not have a lawful right to open).

• It is your responsibility to ensure that your mobile device meets all the necessary technical specifications to enable you to access and use the Services. GateWise does not provide you with the equipment to access and/or use the Services. You are responsible for all fees charged by third parties related to your access and use of the Services (e.g., charges by Internet Services providers or air time charges).

• You are responsible for obtaining the data network access necessary to use the Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the Services from your device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and App and any updates thereto. GateWise does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

5. User Account

• In order to use the Services, you must register for and maintain an active personal User Account (“User Account“).

• Registration for a User Account requires that you submit your mobile phone number to GateWise, and verify the validity of the phone number by inputting a verification code sent by SMS to your mobile phone number. A change in your mobile phone number may result in your inability to access or use the Services. You may be required to provide additional personal information and/or provide proof of identity or other method of identity verification to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide such information or proof of identity or other method of identity verification.

• You agree that GateWise may contact you by telephone or text messages (including by an automatic telephone dialing system) at any of the phone numbers provided by you or on your behalf in connection with a User Account, including for technical support purposes.

• The following rules govern the security of your User Account and the information stored in relation to your User Account. For the purposes of these Terms, references to User Account shall include any account and account information, including names, phone numbers, addresses, and any activity log related to the Services, such as the date and time that the Account was used to open a given Wise Gate:

• You may not authorize third parties to use your User Account. You may not assign or otherwise transfer your User Account to any other person or entity.
• In the event you become aware of or reasonably suspect any breach of security, including, without limitation any loss, theft, or unauthorized use of the App or unauthorized access to your User Account, you must immediately notify your Access Point Manager.
• You are responsible for all activity on your User Account, whether or not such actions were taken by you, including actions taken by third parties, and shall accept full responsibility for any unauthorized use of the Services.
• You acknowledge that your User Account may be terminated if it is used to engage in any activity that violates these Terms or is otherwise improper or illegal;

• You are hereby made aware and expressly agree that ALL OF YOUR ACTIVITY ON THE USER ACCOUNT MAY BE LOGGED AND STORED, AND ALL INFORMATION DISCLOSED TO THE ACCESS POINT MANAGER. GateWise and/or the Access Point Manager may disclose any information it has about you (including your identity) if it determines that such disclosure is necessary in connection with any inquiry, investigation, or complaint regarding the use of the Services, or to identify, contact or bring legal action against someone who may have made use of the Services and/or who may have caused damage, injury to or interference with (either intentionally or unintentionally) any right or property belonging to GateWise, the Access Point Manager, or any third party. GateWise reserves the right at all times to disclose any information that GateWise deems necessary to comply with any applicable law, regulation, legal process or governmental request. GateWise also may disclose your information when GateWise determines that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes.

• GateWise may preserve any communication between you and GateWise through the App or its Services, and may disclose such data if required to do so by law or if GateWise determines that such disclosure is necessary to (1) comply with legal process, (2) enforce these Terms, (3) respond to any claims, or (4) protect the rights, property or personal safety of GateWise, its employees, clients, users of the App, and the public.

• You agree that GateWise may, in its sole discretion, without prior notice, terminate your access to the Services, for any reason, including (but not limited to): (i) GateWise determines that you have violated these Terms; (ii) a request made by the Access Point Manager and/or law enforcement or other government agencies; (iii) the Access Point Manager ceases to be under a valid, paid, subscription agreement with GateWise in relation to such access point; (iv) technical issues or problems. You agree that GateWise will not be liable to you or to any third party for termination of your access to the Services for any reason.

• GateWise’s collection and use of personal information in connection with the Services is described in GateWise’s Privacy Policy located at GateWise.com/privacy-policy.

6. Rules of Conduct

• You represent and warrant that you have full right and authority to use the Services and to be bound by these Terms. You agree that you will comply fully with these Terms and all applicable domestic and international laws, regulations, statutes, ordinances that govern your use of such Services. Without limiting the foregoing and in recognition of the global nature of the Internet, you agree to comply with all federal, state, local and international rules regarding online conduct. You also agree to comply with all applicable laws affecting the transmission of content or the privacy of persons.

• You shall not defraud, or attempt to defraud, GateWise, the Access Point Manager, the users of the gated community facilities, or any others, and you shall not act in bad faith in your use of the Services.

• If GateWise determines that you have acted in bad faith and/or in violation of these Terms, or that your actions fall outside of reasonable community standards, GateWise may, at its sole discretion, terminate your Account(s) and prohibit you from using the Services. You agree that your use of the Services shall be lawful and that you will comply with the usage rules. In furtherance of the foregoing, and as an example and not as a limitation, you agree that you shall not:
  • Use the Services or the GateWise servers for any purpose that is not for the purpose of the lawful control of the Wise Gates;
  • Use the Services or the GateWise servers to solicit the performance of any illegal activity or other activity which infringes the rights of GateWise or others;
  • Attempt to interfere with, hack into or decipher any transmissions to or from the servers for the Services; and/or interfere with the ability of others to enjoy using the Services, including disruption, overburden or aid the disruption or overburdening of the Services’s servers, or take actions that interfere with or materially increase the cost to provide the Services for the enjoyment of all its users;
  • Upload or transmit (or attempt to upload or transmit) files that contain viruses, Trojan Horses, worms, time bombs, cancelbots, corrupted files or data, or any other similar software or programs that may damage the operation of the Services or the devices of other users of the Services;
  • Encourage any third party to: (i) directly or indirectly generate usage, queries, impressions, or clicks through any automated, deceptive, fraudulent or other invalid means; (ii) edit or modify any tag, or remove, obscure or minimize any tag in any way; or (iii) engage in any action or practice that reflects poorly on Wisegate or otherwise disparages or devalues Wisegate’s reputation or goodwill.

7. Termination of User Account

• GateWise reserves the right to refuse access to the Services or may terminate your User Account without notice and for any reason, including, but not limited to, a suspected violation of these Terms, illegal or improper use of your User Account, or illegal or improper use of the Services, or GateWise’s intellectual property as determined by GateWise in its sole discretion.

• GateWise is not required to provide you any notice prior to suspending or terminating your access to the Services or to your User Account.

• In the event that GateWise terminates access to the Services or to your User Account, you may not participate nor make use of the Services again without GateWise’s express prior written consent. GateWise reserves the right to refuse to keep accounts for, and provide access to the Services or any future Services or any part thereof to, any individual.

8. Disclaimers and Limitation of Liability

• YOU AGREE THAT YOUR ACCESS AND USE OF THE SERVICES AND/OR THE WISE GATE SHALL BE AT YOUR SOLE RISK.

• To the fullest extent permitted by law, GateWise, its managers, directors, officers, shareholders, partners, affiliates, employees, consultants, service providers and/or any other person or entity acting on its behalf, disclaim all warranties, explicit or implied or statutory, in connection with the Services, the App, the Console and your use thereof, the Hardware, the access point, or the Facility.

• The services are provided on an “as is” and “as available” basis. GateWise disclaims all representations and warranties of any kind, whether express, implied, or statutory, not expressly set out in these terms, including the implied warranties of merchantability, fitness for a particular purpose, or non-infringement of intellectual property. GateWise makes no representation, warranty, or guarantee regarding the reliability, timeliness, quality, suitability, or availability of the services, or that the services will be uninterrupted or error-free. GateWise further does not warrant that the Services will be secure or uninterrupted.

• GateWise makes no warranties, express or implied, as to any matter whatsoever, including, without limitation, the condition of the Hardware, its merchantability, its design, its capacity, its performance, its material, its workmanship, its fitness for any particular purpose, or that it will meet the requirements of any laws, rules, specifications, or contracts which provide for specific apparatus or special methods. GateWise further disclaims any liability whatsoever for loss, damage, or injury to you or any third party as a result of any defects, latent or otherwise, in the Hardware. GateWise shall not be liable in any event to you or any third party for any loss, delay, or damage of any kind or character resulting from defects in, or inefficiency of, the Hardware or accidental breakage thereof.

• GATEWISE SHALL NOT BE LIABLE AND SHALL NOT BEAR ANY RESPONSIBILITY FOR ANY DAMAGE, PERSONAL INJURY OR BODILY INJURY OR DEATH, CAUSED AS A RESULT OF THE CONDITION OF THE FACILITY, INCLUDING THE ACCESS POINTS ONTO WHICH GATEWISE’S HARDWARE SHALL BE INSTALLED, AND/OR AS A RESULT OF THE BEHAVIOR AND/OR ACT AND/OR OMISSION AND/OR BREACH OF THE DUTY OF CARE OF THE MANAGER OF THE FACILITY AND/OR VISITORS TO THE FACILITY, INCLUDING ANY OFFICERS, AGENTS, EMPLOYEES, OR SUBCONTRACTORS AND/OR THOSE ACTING ON THEIR BEHALF, OR ANY LIABILITY ARISING FROM THE ACTS AND OMMISSIONS OF PERSONS ENTERING THE FACILITY THROUGH THE USE OF THE APP (WHETHER AUTHORIZED OR UNAUTHORIZED USER) AND YOU HEREBY RELEASE GATEWISE OF ANY LAWSUITS, CLAIMS, DEMANDS, LOSSES, LIABILITIES, DAMAGES, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) ARISING IN RESPECT OF ANY SUCH DAMAGE, PERSONAL INJURY OR BODILY INJURY OR DEATH, INCLUDING ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOSSES WHICH MAY BE SUFFERED BY ANY PARTY IN CONNECTION WITH THE SUBJECT MATTER HEREOF. SUCH DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, COMPENSATION, REIMBURSEMENT OR DAMAGES ON ACCOUNT OF PRESENT OR PROSPECTIVE PROFITS, EXPENDITURES, INVESTMENTS OR COMMITMENTS.

• Furthermore, GateWise assumes no liability or responsibility for any:
  • liability or responsibility not explicitly assumed by GateWise in these Terms;
  • errors, mistakes, inaccuracies, non-suitability or non-conformity of any kind;
  • direct, indirect, special, incidental, punitive or consequential damages including without derogating personal injury, property damages and/or monetary damages, of any nature whatsoever, arising out of the use of or the inability to use the Services, the App, the Console and/or the access point;
  • unauthorized access to or use of the GateWise servers and/or any and all personal information and/or financial information stored therein;
  • interruption or cessation of transmission to or from the Services;
  • delays in providing the Services; or
  • bugs, viruses, Trojan horses, or the like which may be transmitted to or through the Services by any third party.

• WITHOUT DEROGATING FROM THE ABOVEMENTIONED, IN NO EVENT WILL GATEWISE, ITS MANAGERS, DIRECTORS, OFFICERS, SHAREHOLDERS, PARTNERS, AFFILIATES, EMPLOYEES, CONSULTANTS, SERVICES PROVIDERS AND/OR ANY OTHER PERSON OR ENTITY ACTING ON BEHALF OF GATEWISE, BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR GATEWISE HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES. THESE INCLUDE ANY LOST PROFITS, LOST INFORMATION, BUSINESS INTERRUPTION, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE ACCESS POINTS, THE INSTALLATION OF HARDWARE ON THE ACCESS, THE USE OF OR INABILITY TO USE THE SERVICES OR THE ACCESS POINT, ANY UNAUTHORIZED ACCESS TO OR USE OF GATEWISE’S SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVERS BY ANY THIRD PARTY, AND/OR; FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY INFORMATION TRANSMITTED, OR OTHERWISE MADE AVAILABLE, VIA OUR SERVICES OR OUR SERVERS OR CLOUD STORAGE; FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE ABILITY TO BYPASS THE ACCESS POINT WITHOUT PERMISSION; ETC), REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF GATEWISE, EVEN IF GATEWISE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. GATEWISE SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF THE USE OF OR RELIANCE ON THE SERVICES OR INABILITY TO ACCESS THE ACCESS POINTS OR USE THE SERVICES, EVEN IF GATEWISE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. YOU SPECIFICALLY ACKNOWLEDGE THAT GATEWISE SHALL NOT BE LIABLE FOR ANY NEGLIGENT OR WRONGFUL CONDUCT BY ANY THIRD PARTY, AND THAT THE RISK OF HARM OR DAMAGE FROM AND/OR ASSOCIATED WITH THE FOREGOING RESTS ENTIRELY WITH YOU. IN THE EVENT THAT DESPITE THE EXPLICIT PROVISIONS OF THIS PARAGRAPH, GATEWISE IS FOUND LIABLE FOR ANY DAMAGES, GATEWISE’S MAXIMUM LIABILITY FOR ANY SUCH DAMAGES OF ANY KIND, SHALL NOT EXCEED $10 USD.

• You agree to indemnify and hold GateWise, and and each of its managers, directors, officers, shareholders, partners, affiliates, employees, consultants, Services providers and/or any other person or entity acting on its behalf (each a “GateWise Indemnified Party”), harmless from any and against any claim, demand, loss, liability, damage, cost or expense (including attorneys’ fees) arising out of or in connection with any of the following: (i) your use of and access to the Services or the App; (ii) your breach or violation of any of these Terms; (iii) your violation of any third party right, including without limitation to any privacy, data protection, copyright or property right; (iv) claims, demands, suits, or proceedings made or brought against any GateWise Indemnified Party by a third party alleging a breach by you or anyone with access to your User Account of any applicable local, state, federal and foreign laws.

• The provisions set forth in in this §‎8 shall survive the termination of the Subscription Agreement and shall be enforceable by equitable relief.

9. Binding Arbitration Clause.

• You and GateWise agree that any dispute, claim or controversy arising out of or relating to (a) these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your access to or use of the Services at any time, whether before or after the date you agreed to the Terms, will be settled by binding arbitration between you and GateWise, and not in a court of law.

• YOU ACKNOWLEDGE AND AGREE THAT YOU AND GATEWISE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Unless both you and GateWise otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. However, you and GateWise each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights.

• Rules and Governing Law

• The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the AAA’s Consumer Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this Arbitration Clause.

• The parties agree that the arbitrator (“Arbitrator”), and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Clause, including any claim that all or any part of this Arbitration Clause is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the Terms are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.

• Notwithstanding any choice of law or other provision in the Terms, the parties agree and acknowledge that this Arbitration Clause evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Clause or the enforcement thereof, then that issue shall be resolved under the laws of the state of Texas.

• Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The Arbitrator will be either (1) a retired judge or (2) an attorney specifically licensed to practice law in the state of Texas and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an Arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the Arbitrator in accordance with the AAA Rules.

• Location and Procedure. Unless you and GateWise otherwise agree, the arbitration will be conducted in Houston, Texas. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and GateWise submit to the Arbitrator, unless you request a hearing or the Arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the Arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

• Arbitrator’s Decision. The Arbitrator will render an award within the time frame specified in the AAA Rules. Judgment on the arbitration award may be entered in any court having competent jurisdiction to do so. The Arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. An Arbitrator’s decision shall be final and binding on all parties. An Arbitrator’s decision and judgment thereon shall have no precedential or collateral estoppel effect. The side which prevails in arbitration will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law.

• Severability and Survival. If any portion of this Arbitration Clause is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from these Terms; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Arbitration Clause or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Clause; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.

10. Miscellaneous

• Choice of Law. This Agreement shall be deemed to be made, governed by, and construed in accordance with the laws of Texas, without giving effect to the conflicts of law principles thereof, except as may be otherwise provided in the Binding Arbitration Clause set forth in Paragraph ‎9. The foregoing choice of law and forum selection provisions do not apply to the Arbitration Clause in Paragraph ‎9 or to any arbitrable disputes as defined therein.

• Paragraph Headings. The paragraph headings are inserted herein only as a matter of convenience and for reference and in no way are intended to be a part of theses Terms or to define, limit, or describe the scope or intent of these Terms or the particular paragraphs hereof to which they refer.

• Severability. If any provision or a portion of any provision of these Terms is held to be unenforceable or invalid by a court of competent jurisdiction, the validity and enforceability of the enforceable portion of any such provision and/or the remaining provisions shall not be affected thereby.

• Successors. These Terms shall be binding upon, and shall inure to, the benefit of the successors and permitted assigns of the parties.

• Singular and Plural. Whenever the context shall so require, the singular shall include the plural, and the plural shall include the singular. In these Terms, the words “including” and “include” mean “including, but not limited to.”

• GateWise’s failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by GateWise in writing. This provision shall not affect the Severability and Survivability section of the Arbitration Clause of these Terms.

• You may not assign these Terms without GateWise’s prior written approval. GateWise may assign these Terms at its sole discretion without your prior consent. Any purported assignment in violation of this section shall be void.

• Notice. GateWise may give notice by means of a general notice on the Services, telephone or text message to any phone number provided in connection with your User Account, or by written communication sent by first class mail or pre-paid post to any address connected with your User Account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by telephone or text message). You may give notice to GateWise, with such notice deemed given when received by GateWise, at any time by first class mail or pre-paid post to our registered agent for Services of process, c/o GateWise, Inc.