Terms of Service

Last updated: January 1st, 2024

PLEASE NOTE: If you are using and/or subscribing to use the Services on behalf of your employer or a third-party by which you are engaged: (i) you agree to these terms on behalf of yourself individually and the company by which you are employed or engaged (“Company Subscriber”) and for whose benefit you are using the Services, (ii) you represent and warrant that you have the authority to bind Company Subscriber to these Terms, and (iii) references below to “you” refer to both you and Company Subscriber.

Gateway has developed the Services (defined below), which include technology for the conversion of raw data into encrypted, portable, and verifiable assets on an open, public ledger, to facilitate validation, updating, and permissioned sharing of that data with a minimal compliance burden.

These Terms of Service (“Terms”) are entered into by and between you and Gateway Inc. (“Gateway”) with respect to use of the Services. These Terms include the terms and conditions set forth below as well as any additional terms that are presented to you as a condition of the use of any particular aspect of the Services (“Additional Terms”), which Additional Terms are hereby incorporated herein by reference.

By using the Services, you agree to these Terms. If you do not agree to these Terms, you may not use the Services.

PLEASE READ THE “CLAIM DISPUTE RESOLUTION; ARBITRATION; GOVERNING LAW; CLASS ACTION WAIVER” SECTION BELOW CAREFULLY. IT AFFECTS HOW DISPUTES ARE RESOLVED. IF YOU DO NOT AGREE TO THOSE DISPUTE RESOLUTION PROVISIONS, YOU SHOULD NOT ACCESS OR USE THE SERVICE.

  1. Definitions. For purposes of these Terms, the following capitalized terms have the meanings set forth below. Other capitalized terms are defined in context.
    1. “Access Credential” means any access code, invitation code, username, password, key, or other credential used to verify and authorize a particular individual provided with access to the Services (including for Developers, SDK or API kit).
    2. “Account Registration Data” means the data provided by an Authorized User when they register for an account. Account Registration Data includes usage data, system logs, and activity data collected in connection with use of the Services.
    3. “Authorized Users” or “you” means End Users, Data contributors, Developers, and any individual acting on behalf of an Data contributor or Developer.
    4. “Decentralized Platform” means the decentralized blockchain solution that hosts End User Data for purpose of the Services. Gateway is using Arweave, a software that stores files permanently across a distributed network of computers (nodes).
    5. “Developer” means a Data contributor or Data requestor that engages with the Services’ software development kits (“SDKs”) or application programming interfaces (“APIs”). In connection with use of any SDKs or APIs, Developers are bound by the terms of these Terms and any Documentation, policies, or guidelines provided by Gateway with respect to such use.
    6. “Documentation” means written, printed, or electronically provided manuals, knowledgebase, product descriptions, and other documentation Gateway in its discretion makes available for use of the Services. “Documentation” does not include marketing materials.
    7. “End User” means the individual data subject who exercises control over their data through the Services for the purposes of permissioning the exchange of End User Data between Data contributors and Data requestors.
    8. “End User Data” means electronic personal data relating to an End User that is provided by Data contributors, hosted on the Decentralized Platform, and shared with Data contributors, all subject to the End User’s consent. End User Data does not include Account Registration Data.
    9. “Data Contributor” means the Company Subscriber that submits End User Data, upon the direction or with the consent of the End User, to the Decentralized Platform.
    10. “IP Rights” means any intellectual property rights (whether owned or licensed) existing now or in the future under patent law, copyright law, trademark law, trade secret law, and any and all similar proprietary rights anywhere in the world.
    11. “Network” means the private data asset network which Gateway makes available for use by End Users, Data contributors, and Data requestors, including the underlying software, website or application services and content, information technology features and functionality, infrastructure, Decentralized Platform, SDKs, APIs, and Gateway’s modifications, enhancements, and updates to any of the foregoing.
    12. “Services” mean the website and mobile application services or content, features, and functionality that Gateway provides to Authorized Users pursuant to these Terms, including access to the Network, and access to and use of any SDKs or APIs.
    13. “Term” means the initial term for the Services when you register an account as set forth on the applicable registration page, and each subsequent renewal term (if any).
    14. “Data Requestor” means the Company Subscriber that may access End User Data upon the direction or with the consent of the End User.
  2. Account Registration

    Authorized Users may need to register for a Gateway account in order to access or receive the Services. Account Registration Data is governed by Gateway’s Privacy Policy. Authorized Users must update Account Registration Data as necessary so that all Account Registration Data remains accurate and up-to-date. Gateway will use Account Registration Data to send notices, statements, and other information by email or through the Authorized User’s account. Authorized Users must secure and treat Access Credentials as strictly confidential and may not share those credentials with any other person or entity. You agree to notify Gateway immediately if the confidentiality or security of any Access Credential has been (or is suspected of being) compromised. You are responsible for all use of the Network that occurs as a result of access to it using your Access Credentials.

  3. Services and License Grant
    1. Services. Gateway will: (i) during the Term, make the Services available to Authorized Users in accordance with these Terms and the Documentation; (ii) refrain from using End User Data except to provide the Services (which includes use for archiving and security purposes, to enforce rights and policies, and as required by law); (iii) refrain from disclosing End User Data other than as permitted under these Terms, in connection with a corporate transaction involving the transfer of all or substantially all of our related assets, or as required under applicable law; and (iv) facilitate the custody and transfer of End User Data upon the direction or with the consent of the End User.
    2. License to the Service. Subject to the terms and conditions herein, Gateway hereby grants to you a limited, non-exclusive, non-sublicensable, and non-transferable license to access and use the Services as set forth in these Terms. If you are a Company Subscriber, you are responsible for ensuring that all Authorized Users under your account comply with these Terms, and you are responsible for any non-compliance by any of them.
    3. Developer License. Subject to Developer’s compliance with these Terms, Gateway agrees that during the Term, Developer has a limited, non-exclusive, non-sublicensable, and non-transferable license to: (i) internally use the APIs, SDKs, and Documentation solely as necessary to facilitate the placement and/or updating of End User Data (for Data contributors) or the receipt of End User Data (for Data requestors) in accordance with these Term by modifying or integrating software applications or services that interact with or utilize the functionality and/or output made available through the Network in accordance with these Terms; and (ii) use End User Data and any other data provided through the Services or on the Network solely in accordance with End User preferences and all applicable restrictions on use imposed through these Terms or otherwise in connection with the Services.
    4. Restrictions on Use. You agree not to (directly or indirectly), in connection with your use of the Services, APIs, SDKs, and Documentation: (i) sell, rent, lease, sublicense, transfer, modify, create derivative works of, or redistribute the Services or any component thereof; (ii) use or exploit the Services, APIs, SDKs, Documentation, or any component thereof except solely as expressly permitted pursuant to these Terms; (iii) alter or remove any copyright, trademark, or other protective notices; (iv) reverse-engineer, decompile, or disassemble the Services, APIs, SDKs or any component thereof or otherwise attempt to derive any related source code; (v) allow any person other than Authorized Users to access or otherwise use the Services, APIs, SDKs, Documentation, or any component thereof; (vi) use the Services, APIs, SDKs, or Documentation in a manner that could, directly or indirectly, generate results or engage in activities that may pose financial harm or other safety concerns, including but not limited to, actions that could reasonably be anticipated to result in financial loss, damage to property, or bodily harm, or compromise the security and integrity of any confidential or legally protected data or computer systems; (vii) use the Services to upload or transfer any “Sensitive Information” (defined as (i) personal or confidential information that, if lost or damaged, could trigger a notification obligation under applicable law or any contract; (ii) any information, the loss, damage, or unavailability of which, could negatively impact personal health or safety; and (iii) any information essential for the operation of any computer systems or any equipment or other tangible property); or (viii) access or use the Decentralied Platform contrary to any applicable terms, these Terms, or any End User preferences. Nothing in these Terms shall be construed as granting you or any Authorized Users any rights other than those expressly provided herein, and there are implied rights pursuant to these Terms based on any course of conduct or other construction or interpretation thereof. All rights and licenses not expressly granted herein are expressly reserved by Gateway.
  4. Grant of Rights to Gateway.
    1. License to End User Data. End Users hereby grant to Gateway, its affiliates, and their respective successors and assigns, a non-exclusive, royalty-free, fully-paid license to use, reproduce, and transfer End User Data and data generated using such data solely as set forth in Section 3.1 above.
    2. Feedback. You hereby grant to Gateway and its affiliates, and their respective successors and assigns, a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paidup, sublicensable, and transferable license without restriction to copy, use, display, publish, reproduce, modify, license, and otherwise exploit for any legitimate business purpose any and all rights as you have in any feedback, suggestions, recommendations, or techniques you submit relating to the Services. For the avoidance of doubt, Authorized Users are under no obligation to submit any such feedback, suggestions, recommendations, or techniques.
  5. Ownership.
    1. Gateway Ownership. Other than those rights expressly granted to you under these Terms, Gateway, its subcontractors, its service providers, and its licensors (as the case may be), retain all right, title, and interest in and to: (i) the Services and its components (including the visual interfaces, graphics, other content, design, compilation, computer code (including source code or object code), products, software, information services, and all elements of the Network), and all IP Rights embodied therein; (ii) Gateway’s Confidential Information (defined below); (iii) SDKs, APIs, and Documentation; (iv) all IP Rights in and to the Services including associated content (including without limitation the content of any blogs, white papers, and articles); and (v) any modifications, enhancements, updates, and other improvements to the foregoing (i), (ii), (iii), and (iv). The Services are offered to you strictly under a subscription basis, and are not sold.
    2. End User Ownership. Other than those rights expressly granted to Gateway under these Terms, and rights that End Users extend through their direction or consent as provided to Data contributors or Data requestors, End Users retain all right, title, and interest in and to their End User Data.
  6. Fees and Payment
    1. Fees. Gateway will provide functionality for payment as further described and set forth in Additional Terms associated with account registration. Data contributors, Data requestors, and End Users agree to pay Gateway the applicable fees set forth in such Additional Terms, as updated from time to time (“Fees”). All Fees are stated and payable in U.S. dollars, are nonrefundable, and shall be paid without right of setoff. Note that Fees are paid for as-available Network technology as then offered through or as part of the Services. Gateway may use a third-party processor to process payment transactions, and you agree to comply with the applicable terms and requirements of any such payment processor.
    2. Timing of Payment and Disputes. All Fees not disputed in good faith in a writing delivered to Gateway prior to the applicable due date shall be due and paid by within thirty (30) days. Any undisputed Fees not paid by the applicable due date shall thereafter accrue interest at a rate equal to the lesser of: (i) one and one-half percent (1.5%) per month; and (ii) the highest rate allowed by applicable law.
    3. Taxes. All Fees payable hereunder are exclusive of, and, as between the parties, Data contributor, Data requestor, or End User, as applicable, is responsible for paying any taxes assessed or imposed in connection with the Services or these Terms (excluding taxes on Gateway’s net income). Data contributor, Data requestor, or End User, as applicable, agrees to indemnify and hold Gateway harmless from and against all claims and liabilities arising in connection with failure to report or pay any such taxes.
  7. Other Service Terms.
    1. Data contributor and Data requestor Privacy Notices. Data contributor and Data requestor represent that they will update their privacy notices and related practices if and to the extent necessary to properly reflect the exchange of data contemplated under these Terms, including the applicable Additional Terms.
    2. Availability. During the Term, Gateway shall use commercially reasonable efforts to make the material features of the Services available to Authorized Users during Gateway’s business hours without significant interruption or deviations from the applicable Documentation. If the Services experiences material errors, which are not attributable to scheduled or intended downtime or as a result of events beyond Gateway’s control, then Gateway shall use commercially reasonable efforts to restore the intended functionality. In doing so, Gateway shall use efforts that are reasonable in light of the severity of the error, and in accordance with Gateway’s then-current procedures.
  8. Confidentiality
    1. Confidential Information. “Confidential Information” consists of all non-public information disclosed or made available by Gateway hereunder, whether oral or in writing (including electronic transmission) that: (i) is designated as “Confidential” or “Proprietary” or similar marking by Gateway at the time of disclosure or within a reasonable period thereafter; (ii) concerns business, financial, technical, marketing, or other proprietary information of Gateway; or (iii) by the nature of the circumstances surrounding disclosure, or the information itself, should be treated as confidential. All non-public components of the Services (including without limitation information concerning or embodied in SDKs or APIs) are Gateway Confidential Information. You shall retain Confidential Information in strict confidence and shall not use Confidential Information except for purposes permitted under these Terms. You may be entitled to disclose Confidential Information on a need-to-know basis to your employees, agents, and contractors who are authorized to access such information, provided that the same are bound by non-disclosure and confidentiality obligations no less protective than those set out in these Terms. You shall use at least the same degree of care in safeguarding the Confidential Information as you use in safeguarding your own confidential information of a similar nature, but shall not use less than reasonable care. You will be responsible for any breach of these obligations as a result of the acts or omissions of your employees, agents, and contractors, including any other downstream recipient of Confidential Information provided hereunder.
    2. Exceptions. Your obligations with respect to Confidential Information shall not apply to Confidential Information that you can demonstrate: (i) is or becomes a matter of public knowledge through no fault of yours; (ii) was or becomes available to you on a nonconfidential basis from a third party, provided that such third party is not bound by an obligation of confidentiality to Gateway with respect to such Confidential Information; or (iii) was independently developed by you without reference to the Confidential Information. If you are legally required to disclose Confidential Information in a legal or regulatory proceeding, you must notify Gateway immediately (unless legally prohibited from doing so), and if you do not seek or obtain appropriate remedies prior to disclosure, you may disclose only the portion of that Confidential Information you reasonably believes you are legally required to disclose after exercising reasonable efforts to obtain confidential treatment of that information.
  9. Term and Termination.
    1. Term. These Terms shall continue for the duration of the Term set forth in the Additional Terms, unless earlier terminated in accordance with Section 9.2 (Termination) below. Note that, if so stated in the Additional Terms, the Term may automatically be extended for additional periods and a corresponding Fee may be charged unless you cancel your subscription before the end of an existing Term.
    2. Termination.
      1. Termination for Cause. Either party may terminate these Terms for material breach by the other, upon providing written notice to the other party reasonably identifying the breach and a thirty (30) day (or, in the case of nonpayment, ten (10) day) period to cure, commencing on such party’s receipt of such notice (the “Cure Period”). In the event the party in breach does not cure the breach within the Cure Period to the reasonable satisfaction of the non-breaching party, these Terms shall automatically terminate as of the last date of the Cure Period.
      2. Suspension. You acknowledge and agree that, in addition to Gateway’s other rights hereunder, Gateway may, in its sole discretion, immediately suspend or disable your right and ability to access and use the Services, without notice and without liability, if Gateway believes that you have breached or failed to comply with any of these Terms or for any other reason that, in Gateway’s opinion, has caused or may cause risk, liability, loss, or damage to Gateway, the Network, any other users of the Services, or any other person or entity. In the event of a Service suspension, you agree to fully and promptly cooperate with Gateway in attempting to resolve the underlying issue.
    3. Effect of Termination or Expiration
      1. Cessation of Services. Upon termination or expiration of these Terms, your right to access and use the Services shall immediately end, and Gateway shall have no further obligation to provide the Services to you.
      2. No Effect on Prior Obligation. Any termination or expiration of these Terms shall not affect any obligation which accrued prior to such termination or expiration, and you shall remit to Gateway all amounts due and payable (including, if terminated for your material breach, any court costs, attorneys’ fees, and out-of-pocket expenses incurred by Gateway in connection with such breach) within fifteen (15) days after the effective date of termination or expiration.
  10. Representations and Warranties
    1. Mutual Representations and Warranties. Each party represents and warrants that: (i) if an entity, it is duly organized, validly existing, and in good standing, and is qualified and/ or licensed to do business in all jurisdictions to the extent necessary to carry out its obligations under these Terms; (ii) its execution, delivery, and performance of these Terms will not violate or constitute a default under any agreement by which such party is bound, or, such party is an entity, under such party’s organizational documents; (iii) it has the full right, power, and authority to enter into and be bound by these Terms and to perform its obligations under these Terms; and (iv) these Terms have been duly executed and delivered by such party and constitute a valid and binding, enforceable agreement.
    2. Gateway Representations and Warranties. Gateway represents and warrants that: (i) the Services are, to Gateway’s knowledge, free of viruses, worms, Trojan horses, or other similar malicious code; and (ii) features of the Services shall operate in a manner substantially in conformance with these Terms and any applicable Documentation.
    3. Your Representations and Warranties. You represent and warrant to Gateway that: (i) if you are an End User, your End User Data does not and shall not infringe the IP Rights or other rights of a third party; (ii) if you are an Data contributor, the End User Data you submit to the Network pertains to the End User whose consent or direction you have obtained as required under these Terms (including any Additional Terms) and such data is the latest available data as of the date such End User Data is submitted or, if applicable, updated; (iii) if you are a Data requestor, you have the direction or consent of the End User as necessary for the retrieval of such End User’s Data from the Network, and you will use such End User Data only as directed or consented to by the End User; (iv) if you are an Data contributor or a Data requestor, your submission or retrieval of End User Data from the Network in accordance with these Terms is consistent with your applicable privacy notices and applicable law; (v) you shall not upload any virus or malicious code to the Network or otherwise use the Network to develop or distribute a virus or malicious code; and (vi) you shall comply with all applicable federal, state, local, and foreign statutes, laws, ordinances, rules, and regulations.
    4. Warranty Disclaimer. EXCEPT AS EXPRESESLY SET FORTH HEREIN, GATEWAY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SERVICES AND/OR THE NETWORK, WHETHER EXPRESS OR IMPLIED. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES, GATEWAY’S PERFORMANCE OBLIGATIONS, THE DECENTRALIZED PLATFORM, AND ALL PERFORMANCE OBLIGATIONS OF GATEWAY’S SUBCONTRACTORS, SERVICE PROVIDERS, AND LICENSORS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. GATEWAY DOES NOT REPRESENT OR WARRANT THAT: (i) THE SERVICES WILL MEET YOUR REQUIREMENTS OR RESULT IN ANY DESIRED OUTCOME; OR (ii) THE SERVICES’ OPERATION OR DELIVERY WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE FULLEST EXTENT PERMITTED BY LAW, GATEWAY HEREBY DISCLAIMS (FOR ITSELF, ITS SUBCONTRACTORS, SERVICE PROVIDERS, AND LICENSORS) ALL IMPLIED WARRANTIES OF TITLE, NONINFRINGEMENT, QUIET ENJOYMENT, ACCURACY, INTEGRATION, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. IN SOME JURISDICTIONS, THE ABOVE LIMITATIONS MAY NOT BE PERMISSIBLE AS TO INDIVIDUALS, IN WHICH CASE THE ABOVE LIMITATIONS SHALL BE CONSTRUED AND ENFORCED ONLY TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW.
  11. Limitation of Liability. Except with respect to infringement or misappropriation of Gateway’s IP Rights, in no event shall either party be liable to the other party for any indirect, incidental, special, or consequential damages of any kind or nature whatsoever, including without limitation, loss of profits or other economic loss or loss of data, even if the liable party has been advised of the possibility of such damages. Gateway shall not be responsible for any loss or damage to End User Data. Except with respect to infringement or misappropriation of Gateway’s IP Rights or your non-payment of Fees, in no event shall a party’s total aggregate liability to the other party for any claims or damages arising out of these Terms exceed the total amount of Fees paid by you to Gateway in the twelve month period preceding the incident that gave rise to such claim or damage.
  12. Indemnification
    1. Gateway Defense Obligation. Gateway shall defend you from and against any thirdparty claim, action, suit, or proceeding to the extent resulting from assertions that the Services misappropriate or infringe the IP Rights of an unrelated third party. Gateway shall be entitled, at its option, to modify the Services or obtain licenses necessary to resolve such third-party infringement claims. If Gateway determines that the foregoing is not commercially reasonable, then Gateway shall be entitled to terminate these Terms without further liability to you. The foregoing states the entire liability of Gateway, and your exclusive remedy, with respect to actual or alleged misappropriation or infringement of third party IP Rights in connection with the Services.
    2. Your Indemnification. You shall defend, indemnify, and hold Gateway and its affiliates and their respective officers, directors, employees, and agents harmless from and against any claim, action, suit, or proceeding by a third party (including an Data contributor, Data requestor, or End User) to the extent resulting from (i) your breach of the representations and warranties set forth in Section 10.3 above or (ii) your wrongful acts or omissions in connection with use of the Services (including use of APIs, SDKs, or Documentation).
    3. Procedure for Indemnification. The party seeking indemnification shall give the indemnifying party reasonable written notice of any claim, action, suit, or proceeding for which the indemnified party is seeking indemnification; provided, however, that any failure to provide such notice shall not relieve the indemnifying party of its obligations under this Section 12 (Indemnification) except to the extent that the indemnifying party is materially prejudiced by such failure. In the event of a claim under this Section 12 (Indemnification), the indemnified party shall: (i) grant control of the defense and settlement to the indemnifying party, provided, however, that the indemnifying party shall not enter into any settlement that admits fault or liability of the indemnified party without the indemnified party’s prior written consent; and (ii) reasonably cooperate with the indemnifying party at the indemnifying party’s expense. The indemnified party is entitled to participate in defense at its own expense with counsel of its choosing.
  13. General.
    1. Claim Dispute Resolution; Arbitration; Governing Law; Class Action Waiver. These Terms and the Services shall be governed and construed in all respects in accordance with the laws of the State of New York without regard to any conflict of laws principles. The Services are operated from the United States and may not be appropriate in other jurisdictions. Access to or use of any Services from jurisdictions where such access or use is illegal is strictly prohibited. You are always responsible for your compliance with applicable laws in connection with the Services. Excluding disputes addressed through arbitration as provided below, you agree to submit the claim (whether in tort, contract, statutory, or otherwise), dispute, disagreement, or controversy concerning the existence, breach, interpretation, application, or termination relating to, or arising under these Terms (a “Claim”) to the exclusive venue jurisdiction of the state and federal courts located in New York for the purpose of litigating the Claim, and you hereby consent to the personal jurisdiction and venue thereof and waive any right to transfer whether due to forum nonconveniens or other reason. The parties shall use their best efforts to settle any Claim directly through consultation and good faith negotiations, which shall be a precondition to you initiating arbitration against Gateway. If you are unable to informally resolve any Claim with Gateway, such Claim shall be submitted to binding, confidential arbitration. Excluding a Claim by Gateway for injunctive or other non-monetary relief, all Claims shall be resolved by final and binding arbitration by a single arbitrator in accordance with the JAMS Inc. Streamlined Arbitration Rules & Procedures then in effect. The decision of the arbitrator will be final and binding on the parties. Judgment on any award(s) rendered by the arbitrator may be entered in any court having jurisdiction thereof. Nothing in this section shall prevent either party from seeking immediate injunctive relief from any court of competent jurisdiction, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate. The parties agree that all awards in their arbitration, together with all confidential information, all materials in the proceedings created for the purpose of the arbitration and all other documents produced by the other party in the proceedings and not otherwise in the public domain shall be treated and maintained as confidential, except to the extent that disclosure may be legally required of a party or necessary to protect or pursue a legal right or to enforce or challenge an award in legal proceedings before a court or other judicial authority. The arbitration shall take place in New York, New York or, at the option of the party seeking relief, online, by telephone, via written submissions alone or in your state of residence if requested, and be administered by JAMS provided however, that in the event that five (5) or more individuals seek to initiate (or do initiate) arbitration proceedings against Gateway in a coordinated or related manner (e.g., coordination among plaintiffs or their counsel in regard to similar claims), then instead of such arbitrations being administered by JAMS, Gateway may elect to consolidate such arbitrations before an arbitrator mutually agreed-upon by the parties (and terminate any pending administration by JAMS), with such arbitrator being a retired federal or state judge and experienced with the subject matter of the arbitration. In such an event, except with respect to administration of the arbitration proceedings, the arbitrator shall follow JAMS Inc. Streamlined Arbitration Rules and Procedures. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: YOU AND GATEWAY AGREE THAT, EXCEPT FOR CONSOLIDATED ARBITRATION AS PROVIDED ABOVE, (i) EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR GATEWAY’S INDIVIDUAL CAPACITY, RESPECTIVELY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION, AND (ii) UNLESS BOTH YOU AND GATEWAY AGREE, NO JUDGE MAY CONSOLIDATE MORE THAN ONE PERSON’S CLAIM OR OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.
    2. Assignment. These Terms are not assignable by you without Gateway’s prior written consent. Gateway may assign any of its rights or delegate any of its duties under these Terms without the prior written consent of Authorized Users, including with respect to an assignment in whole as part of Gateway’s merger, change of control or other combination by operation of law of all or substantially all of its business and assets. Any purported assignment in breach of this assignment provision will be null and void.
    3. Monitoring; Analytics. You understand that Gateway may collect and use Account Registration Data with respect to use of the Services, to confirm your compliance with these Terms and for Gateway’s other internal business purposes, such as operating and improving the Services. Gateway shall be entitled to collect, generate from any dataset or source, compile, analyze, and otherwise use Account Registration Data and any other metadata generated by your use of the Services, for Gateway’s internal business purposes or otherwise as permitted by applicable law, including to secure and to improve the Services. You confirm that you have no expectation of review, compensation, or other consideration for Gateway’s use of data in such a manner.
    4. Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations, other than payment obligations, due to any cause which is beyond its reasonable control and not avoidable through the exercise of reasonable diligence, including, by way of example, but only to the extent beyond the reasonable control of a party and not avoidable through the exercise of reasonable diligence: strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, terrorism, war, governmental action, earthquakes, pandemics and other public health emergencies.
    5. Independent Contractors. The parties are independent contractors, and no agency, partnership, joint venture, or employer-employee relationship is intended or created by these Terms. Neither party shall have the power to obligate or bind the other party.
    6. Severability; Waiver; Headings. Any provision of these Terms determined to be unenforceable or invalid by applicable law or court decision shall not render these Terms unenforceable or invalid as a whole and, in such event, such provision shall be changed and interpreted so as to best accomplish its objectives within the limits of applicable law or court decision. A party’s failure to require the other party’s performance of any obligation herein shall not affect the full right to require such performance at any time thereafter. A party’s waiver of the other party’s breach of any obligation under these Terms shall not be taken or held to be a waiver of the obligation itself or of any past or subsequent breaches of the same obligation. Headings used in these Terms are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section or in any way affect these Terms.
    7. Entire Agreement. These Terms set forth the entire understanding and agreement of the parties and supersede any and all oral or written agreements or understandings between the parties as to the subject matter of these Terms. Neither party is relying on any warranties, representations, assurances, or inducements not expressly set forth herein. These Terms may be changed only by a writing signed by both parties.
    8. Survival. In addition to any other right or obligation that by its nature is intended to survive any termination or expiration, the following Sections shall survive any termination or expiration of these Terms: 1, 3.1(ii) and (iii), 4.2, 5, 8, 9, 10.3, 10.4, and 11-13.
    9. Notice. Any notices required or permitted herein shall be given to you at the email address provided in your subscription (which shall be maintained as current by you), and shall be provided to Gateway at support@mygateway.xyz