Terms and Conditions

1. Definitions

In these Terms and Conditions ("Terms"), the following definitions apply:

• "Company," "we," "us," "our" refers to Empro, a sole proprietorship operating under Indiana law, and its product GateSync.
• "Service" refers to the GateSync platform, including but not limited to the web application at app.gatesync.app, the marketing site at gatesync.app, all associated APIs, SMS messaging functionality, guard dashboards, resident portals, and any related software, tools, or documentation.
• "User," "you," "your" refers to any individual or entity that accesses, registers for, or uses the Service in any capacity, including demo users, trial users, paid subscribers, community administrators, security guards, and residents.
• "Content" means any data, text, information, phone numbers, visitor records, allow-lists, gate activity logs, or other materials submitted to, generated by, or transmitted through the Service.
• "Demo" refers to a limited, time-restricted demonstration session of the Service using sample or sandbox functionality.
• "Trial" refers to a time-limited period (typically 30 days) during which a User may access the full Service for evaluation purposes, subject to usage limits.
• "Community" refers to a gated community, homeowners association, or similar residential property that subscribes to or evaluates the Service.

2. Acceptance of Terms

By accessing the Service in any manner — including visiting the website, creating an account, initiating a demo session, beginning a trial, clicking "I Agree" or any similar button, or using any functionality of the Service — you represent and warrant that you are at least 18 years of age, have the legal capacity to enter into this agreement, and agree to be bound by these Terms in their entirety. If you are using the Service on behalf of a company, organization, or other entity, you represent and warrant that you have the authority to bind that entity to these Terms, and "you" and "your" shall refer to both the individual and the entity.

Your continued use of the Service after any modification to these Terms constitutes acceptance of the modified Terms.

3. Account Registration

Certain features of the Service require account registration. When registering, you agree to:

1. Provide accurate, current, and complete information as prompted by the registration process.
2. Maintain and promptly update your account information to keep it accurate, current, and complete.
3. Maintain the confidentiality of your account credentials and accept full responsibility for all activities that occur under your account.
4. Notify us immediately of any unauthorized access to or use of your account.

We reserve the right to suspend or terminate any account at any time, for any reason or no reason, with or without notice, at our sole discretion. We are not liable for any loss or damage arising from your failure to comply with these obligations.

4. Demo and Trial Access

4.1 Demo Access

Demo sessions are provided solely for evaluation purposes. Demo sessions are time-limited, may use simulated data, and may be terminated by us at any time without notice. Demo access does not constitute a commitment by us to provide, continue, or maintain the Service. No data entered during a demo session is guaranteed to be preserved, and demo data may be purged automatically at regular intervals.

4.2 Trial Access

Trial accounts are limited to 30 days (unless otherwise specified in writing by us) and are subject to usage limitations, including but not limited to a maximum of 50 units per Community. We reserve the right to modify, suspend, or terminate trial access at any time, for any reason, without notice. Trial access does not guarantee availability of all Service features. At the conclusion of the trial period, your access will be suspended unless you subscribe to a paid plan. Any data entered during the trial period may be deleted if a paid subscription is not activated within 14 days of trial expiration.

4.3 No Obligation

Neither demo nor trial access creates any obligation on our part to continue providing the Service, to offer any particular pricing, or to convert your account to a paid subscription. Pricing, features, and availability are subject to change at our sole discretion.

5. Subscription, Fees, and Payment

5.1 Fees

Paid subscriptions are billed monthly in advance at the then-current rates. Setup fees, if applicable, are due upon account activation and are non-refundable. All fees are exclusive of taxes, levies, or duties imposed by taxing authorities, and you are responsible for all such taxes.

5.2 Price Changes

We reserve the right to change pricing at any time. We will provide at least 30 days' notice of price increases for existing subscribers. Your continued use of the Service after a price change takes effect constitutes your agreement to pay the updated amount.

5.3 Payment Processing

Payments are processed through third-party payment processors (currently Stripe). You agree to abide by the terms and conditions of the applicable payment processor. We are not responsible for errors, outages, or other issues caused by third-party payment processors.

5.4 Late Payment and Non-Payment

If payment is not received by the due date, we may: (a) charge interest at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is less) on unpaid amounts; (b) suspend or terminate your access to the Service; and (c) pursue collection through any lawful means. You are responsible for all costs of collection, including reasonable attorneys' fees.

5.5 No Refunds

All fees are non-refundable except as expressly stated in these Terms or as required by applicable law. Setup fees, monthly subscription fees, and any other charges are non-refundable upon payment, including in the event of early termination by you.

6. License and Permitted Use

6.1 Limited License

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for your internal business purposes of managing visitor access at your Community. This license does not include any right to: modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products, or services obtained from the Service.

6.2 Restrictions

You shall not, and shall not permit any third party to:

1. Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service.
2. Modify, adapt, translate, or create derivative works based on the Service.
3. Sublicense, lease, rent, loan, sell, resell, distribute, or otherwise transfer the Service or access thereto to any third party.
4. Remove, alter, or obscure any proprietary notices, labels, or marks on the Service.
5. Use the Service to build a competing product or service, or to benchmark the Service against a competing product or service.
6. Use the Service in any unlawful manner or in violation of any applicable local, state, national, or international law or regulation.
7. Interfere with or disrupt the integrity or performance of the Service or the data contained therein.
8. Attempt to gain unauthorized access to the Service or its related systems or networks.
9. Use any automated system, including but not limited to bots, spiders, scrapers, or crawlers, to access or interact with the Service.
10. Use the Service to transmit spam, unsolicited messages, or content that is harmful, abusive, defamatory, or otherwise objectionable.
11. Share login credentials with unauthorized individuals or allow multiple individuals to access the Service using a single account, unless explicitly permitted by your subscription plan.
12. Use the Service for any purpose other than visitor management for residential gated communities.

7. SMS Communications and Consent

The Service utilizes SMS messaging as a core feature for visitor management. By using the Service or by being registered as a resident or contact within the Service by a Community administrator, the following applies:

1. Consent to Receive SMS: You consent to receive SMS messages from the Service at the phone number(s) you or your Community administrator provide. These messages include but are not limited to visitor arrival notifications, access approval requests, system notifications, and service-related alerts.
2. Message and Data Rates: Standard message and data rates may apply as determined by your mobile carrier. We are not responsible for any charges incurred.
3. Third-Party SMS Providers: SMS messages are transmitted through third-party providers (currently Twilio). We are not responsible for message delivery failures, delays, or errors caused by third-party SMS providers or mobile carriers.
4. No Guaranteed Delivery: We do not guarantee the delivery, timeliness, or accuracy of any SMS message. You acknowledge that SMS is an inherently unreliable communication method and should not be relied upon as the sole means of security or access control.
5. Opt-Out: You may opt out of SMS messages by contacting your Community administrator. Opting out may impair or eliminate core functionality of the Service, and we bear no responsibility for any consequences resulting from your opt-out.

8. User Data and Content

8.1 Your Content

You retain ownership of Content you submit to the Service. However, by submitting Content, you grant us a worldwide, royalty-free, non-exclusive, perpetual, irrevocable license to use, reproduce, modify, adapt, publish, transmit, store, and display such Content solely for the purposes of providing, maintaining, improving, and promoting the Service. This license survives termination of your account.

8.2 Data Accuracy

You are solely responsible for the accuracy, quality, integrity, legality, and appropriateness of all Content you submit. We do not verify, endorse, or assume responsibility for any Content submitted by Users.

8.3 Data Processing

By using the Service, you acknowledge and agree that we may collect, process, store, and transmit data — including personally identifiable information of residents, visitors, and Community staff — as necessary to provide the Service. You represent and warrant that you have obtained all necessary consents and authorizations from individuals whose data you submit to the Service.

8.4 Data Retention

We may retain User data, including Content, visitor logs, gate activity records, and account information, for as long as we deem necessary for our business purposes, compliance obligations, dispute resolution, or enforcement of these Terms, even after account termination.

8.5 Aggregated and Anonymized Data

We may collect, use, and disclose aggregated and anonymized data derived from your use of the Service for any purpose, including but not limited to analytics, benchmarking, product improvement, marketing, and research. Such aggregated data will not identify you or any individual.

9. Intellectual Property

The Service, including but not limited to all software, source code, algorithms, designs, user interfaces, graphics, trademarks, service marks, trade names, logos, domain names, documentation, and all other intellectual property associated with the Service, is and shall remain the sole and exclusive property of the Company. These Terms do not convey to you any ownership interest in or to the Service, but only a limited, revocable right of use in accordance with these Terms.

All feedback, suggestions, ideas, enhancement requests, or recommendations you provide regarding the Service ("Feedback") shall be the sole and exclusive property of the Company. You hereby assign to us all right, title, and interest in and to any Feedback, and we are free to use such Feedback without restriction, attribution, or compensation to you.

10. Confidentiality

You acknowledge that in the course of using the Service, you may be exposed to proprietary or confidential information of the Company, including but not limited to the Service's functionality, features, performance characteristics, pricing, and business practices ("Confidential Information"). You agree to hold all Confidential Information in strict confidence and not to disclose, publish, or otherwise reveal any Confidential Information to any third party without our prior written consent. This obligation survives termination of your account and these Terms.

11. Service Availability and Modifications

11.1 No Uptime Guarantee

The Service is provided on an "as available" basis. We do not guarantee uninterrupted, continuous, timely, secure, or error-free access to the Service. We may experience downtime due to maintenance, updates, system failures, or other causes. We shall not be liable for any interruption or cessation of the Service.

11.2 Right to Modify

We reserve the right to modify, update, suspend, or discontinue the Service (or any part thereof), temporarily or permanently, at any time, with or without notice, and for any reason or no reason. We shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Service.

11.3 Feature Changes

We may add, remove, or change features of the Service at any time. We are under no obligation to maintain, support, or update any particular feature or functionality.

12. DISCLAIMER OF WARRANTIES

13. LIMITATION OF LIABILITY

14. Indemnification

You agree to defend, indemnify, and hold harmless the Company, its owner, affiliates, licensors, service providers, contractors, agents, and their respective officers, directors, employees, and successors from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to:

1. Your use of or access to the Service;
2. Your violation of these Terms;
3. Your violation of any applicable law or regulation;
4. Your violation of any third party's rights, including but not limited to privacy, publicity, or intellectual property rights;
5. Any Content you submit to the Service;
6. Any claim by a resident, visitor, employee, or other third party arising from the operation or use of the Service at your Community;
7. Any security incident, unauthorized access, personal injury, or property damage at your Community, regardless of whether the Service was a contributing factor;
8. Your failure to obtain necessary consents from individuals whose data is submitted to the Service.

This indemnification obligation survives the termination of your account and these Terms.

15. Termination

15.1 Termination by Company

We may terminate or suspend your access to the Service immediately, without prior notice or liability, for any reason or no reason, including without limitation if you breach any provision of these Terms. Upon termination, your right to use the Service will cease immediately.

15.2 Termination by You

You may terminate your account at any time by providing written notice to us. Termination by you does not entitle you to any refund of fees previously paid, including prepaid subscription fees for the remainder of any billing period.

15.3 Effect of Termination

Upon termination: (a) all licenses granted to you under these Terms will immediately terminate; (b) you must cease all use of the Service; (c) we may, but are not obligated to, delete your Content and account data; (d) we may retain your data as described in Section 8.4; (e) all provisions of these Terms that by their nature should survive termination shall survive, including without limitation Sections 8, 9, 10, 12, 13, 14, 17, 18, and 19.

16. Third-Party Services

The Service integrates with or relies upon third-party services, including but not limited to Twilio (SMS), Stripe (payments), and cloud hosting providers. We are not responsible for the availability, accuracy, reliability, or performance of any third-party service. Your use of third-party services may be subject to additional terms and conditions. We shall not be liable for any loss or damage arising from the acts or omissions of third-party service providers.

17. Dispute Resolution and Governing Law

17.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Indiana, United States, without regard to its conflict of laws provisions.

17.2 Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the Service, including the determination of the scope or applicability of this agreement to arbitrate, shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall take place in the State of Indiana. The arbitrator's decision shall be final and binding, and judgment on the award rendered may be entered in any court having jurisdiction thereof. The arbitrator shall have no authority to award punitive or exemplary damages.

17.3 Class Action Waiver

YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. You waive any right to participate in a class action lawsuit or class-wide arbitration against the Company. If for any reason a claim proceeds in court rather than arbitration, you waive any right to a jury trial.

17.4 Time Limitation

You agree that any claim or cause of action arising out of or relating to the Service or these Terms must be filed within one (1) year after such claim or cause of action arose, or be permanently barred.

18. Privacy Policy

Your use of the Service is also governed by our Privacy Policy, which describes how we collect, use, store, and share your information. The Privacy Policy is incorporated into and forms part of these Terms. By using the Service, you consent to the data practices described in the Privacy Policy.

19. General Provisions

19.1 Modifications to Terms

We reserve the right to modify these Terms at any time, at our sole discretion. We will post updated Terms on our website with an updated "Last Updated" date. It is your responsibility to review these Terms periodically. Your continued use of the Service after modifications are posted constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, your sole remedy is to discontinue use of the Service.

19.2 Entire Agreement

These Terms, together with any applicable privacy policy and any order form or subscription agreement, constitute the entire agreement between you and the Company regarding the Service and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning the subject matter hereof.

19.3 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its original intent.

19.4 No Waiver

The failure of the Company to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by the Company.

19.5 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without our prior written consent. We may assign these Terms freely, including in connection with a merger, acquisition, sale of assets, or by operation of law. These Terms shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

19.6 Force Majeure

We shall not be liable for any failure or delay in performing our obligations under these Terms caused by events beyond our reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, war, terrorism, civil unrest, power failures, internet disruptions, telecommunications failures, or failures of third-party service providers.

19.7 Notices

Notices to you may be made via email to the address associated with your account or by posting on the Service. Notices to us must be sent via email to legal@empro.biz. Notices are deemed received upon sending (for email) or upon posting (for notices on the Service).

19.8 Relationship of Parties

Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship between you and the Company. Neither party has authority to bind the other or incur obligations on the other's behalf.

19.9 Export Compliance

You agree to comply with all applicable export and re-export control laws and regulations. You shall not use the Service in any country or region subject to U.S. economic sanctions.

19.10 Headings

The section headings in these Terms are for convenience only and have no legal or contractual effect.

20. Contact Information

If you have any questions about these Terms, please contact us at:

Empro
Email: legal@empro.biz
Website: empro.biz