Terms and Conditions

MULTIFAMILY ACCESS CONTROL LLC

Master Service Agreement

MULTIFAMILY ACCESS CONTROL LLC (“MAC”), is a Texas limited liability company, having a business address at 2900 Weslayan Street, Houston, TX 77027 as of 1/1/24.

WHEREAS, MAC is engaged in the business of installing “smart” gate & door opening hardware and services to communities; and

WHEREAS, the Customer is the lawful manager of a gated community facility and desires to engage the services of MAC at that facility, as more fully described below; 

NOW THEREFORE, upon the mutual promises and such other good and valuation consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

1. General. The Customer agrees to be bound by this Agreement. This Agreement expressly supersedes prior agreements or arrangements with the Customer in connection to the facility.

2. Description of the Services

2.1. MAC installs“smart” Hardware on existing access points (gates, amenity doors, garages, etc.) (the “Hardware”) which allows gates and access points to be opened using the GateWise Mobile App. For the purposes of this Agreement, an access point with an installed MAC Hardware shall be referred to as a “Wise Gate”.

2.2. Sale and Installation of Hardware. MAC shall sell to Customer and install the Hardware in the Customer's Facility, in such amounts and such prices, as described on your provided estimate, made a part hereof (each, a “Facility”). Any unique specifications that the Customer requires for the Hardware and/or that relate to the Facility, shall be communicated to MAC prior to the site visit. The Hardware may display MACtrademarks, and Customer shall not alter or remove such trademarks, or affix any additional trademarks, tradenames or logos to the Hardware, without MAC’s prior written approval.

2.3. Training and Customer Support. MAC shall provide Customer with training with respect to the Hardware maintenance, as well as service calls and technical support, as set forth on Exhibit A (collectively, with the installation of the Hardware, the “Services”).

3. Customer's Responsibility

3.1. The Customer is responsible for obtaining the data network access necessary to use the Hardware. Customer is responsible for acquiring and updating compatible Hardware or devices necessary to access and use the Hardware, and any updates thereto. MAC does not guarantee that the Hardware, or any portion thereof, will function on any particular access point or devices. In addition, the Hardware may be subject to bugs, malfunctions and delays inherent in the use of the machinery, components of the Hardware, the internet and electronic communications, as well as with issues related to the access points to which the Hardware is to be installed. MAC shall have no liability to the Customer and/or any other person (including end-users of the App and guests crossing the access points) for any delay, loss or damages occurring as a result of the failure of the Hardware, except where such failure is the direct result of MAC’s willful misconduct or gross negligence.

3.2. In connection with the installation of the Hardware and the provision of the Services hereunder, Customer hereby agrees to:

3.2.1. Grant MAC, its agents and/or employees access to the Facility for the purpose of completing the installation and providing the Services during the Term of this Agreement, during regular business hours and upon reasonable prior notice;

3.2.2. Keep all entrances, exits, and passageways in the Facility marked and maintained in a manner that is prescribed by MAC, as is reasonably necessary to ensure the proper function of the Hardware and/or the software and/or to perform the Services hereunder, at Customer’s sole expense.

3.2.3. Other than ordinary maintenance (not otherwise covered by the Services), refrain from handling any of the Hardware without the prior consent of MAC.

3.2.4. Take reasonable measures necessary to ensure the safety and proper care of the Hardware while in the Customer’s Facility.

3.2.5. Supply the Facility, at its sole expense, with ongoing electricity and cellular/wifi connections necessary ensure the proper function of the Hardware, as is specified by MAC and/or GateWise.

3.3. In connection with the Hardware to be installed on the access point, Customer hereby agrees as follows:

3.3.1. The Hardware may only be used and operated in a careful and proper manner and at the locations installed.

3.3.2. Customer shall handle and maintain the Hardware and its appurtenances in good condition, and shall see that the Hardware is not subjected to careless, unusual or needless rough usage.

3.4. Customer is solely responsible for the condition and the proper functioning of the access points onto which the Hardware shall be installed, and undertakes to properly maintain and repair the access points during the entire duration of this Agreement, at its sole expense. Customer assumes all liability and any risk of injury of any person, as well as for any loss or damage to the Hardware, the access point, the Facility, or any other property. For the avoidance of doubt, MAC’s maintenance servicing of a “Wise Gate” shall be limited to the Hardware installed by MAC, and not to any other part of the access point. Customer is responsible to perform any maintenance, servicing, repairs, or installation in connection to the access points by a certified technician, and in accordance with the relevant access point’s manufacturer’s, at its sole expense.

3.5. Prior to coordinating any technician visit by a MAC technician for a maintenance and/or service call, the Customer shall take all measures necessary to ensure that the Facility is fully fit and prepared for the service call (i.e. the access points where Hardware is installed are in full working order, the Facilities are connected to internet, cellular, and electricity services as needed and such connections are in full working order, the necessary agents and/or representatives of Customer are on site, etc.). In the event that a MAC technician arrives in the Facility and finds that the Facility is not in a condition which reasonably allows the technician to perform the duties set out to be completed during the technician’s call, then the Customer shall pay MAC a $250

charge for the futile technician’s visit, and a new technician call date will be scheduled after the Facility is made ready for such a call.

3.5.1 Service calls where an issue is found not related to faulty Gatewise equipment will be assessed a $250 site visit fee when in the Houston Metropolitan area, and $400 outside of the Houston Metropolitan area.  There is no charge for repairing or replacing Faulty Gatewise Equipment. Vandalism, acts of nature, power failure, and tampered equipment will not be covered under the warranty. 

3.6. Customer assumes all risk of loss or damage to the Hardware from any cause, and agrees to return it to MAC in the condition received from MAC, with the exception of normal wear and tear. If the Hardware is for any reason not returned to MAC in the same condition as received, ordinary and reasonable wear and tear resulting from proper use thereof excepted, Customer shall pay to MAC the actual cost of replacing the Hardware at the time of replacement.

3.7. Customer hereby acknowledges that the use of the Services, including by the Customer and/or a user of the Facility and/or a user of the Console and/or a user of the App, does not impose any liability on MAC for the condition, proper functioning or safety of use of the access point, its connectivity to any fire alarm systems, the proper function of any electrical shut down mechanisms or the existence or proper function of any other mechanism or function that is required or necessary to minimize damage or injury from the use of the access points. Any liability or responsibility in relation to the use, functionality, safety and proper operation (including the case of fire, earthquake, flood or other emergency situation) of the access point lies exclusively with the Customer, and Customer shall indemnify and hold MAC and its affiliates harmless from any and all claim, demand, loss, liability, damage, cost or expense (including attorneys’ fees) arising out of or in connection with the access point, its use and/or maintenance and/or its functionality, safety and/or proper operation, whether in ordinary times or whether in case of fire, earthquake, flood or other emergency, (including such losses occurring as a result of use of the App, the Console or the Hardware).

3.8. Customer shall comply with all applicable laws  (including fire laws, ingress and egress requirements and similar requirements) when accessing or using the Services or the Hardware and may use the Services pursuant to obligations and rights lawfully granted to Customer, and for lawful purposes only (e.g., Customer may not unlawfully discriminate when granting access rights to the Facility; Customer shall not make use of the Services upon the lawful termination of its management rights of the facilities, etc.).

4. Disclaimer

4.1. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. MAC 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.

4.2. MAC 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. MAC FURTHER DOES NOT WARRANT THAT THE SERVICE WILL BE SECURE OR UNINTERRUPTED.

4.3. MAC 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. MAC further disclaims any liability whatsoever for loss, damage, or injury to Customer or third parties as a result of any defects, latent or otherwise, in the Hardware. MAC shall not be liable in any event to Customer for any loss, delay, or damage of any kind or character resulting from defects in, or inefficiency of, the Hardware or accidental breakage thereof.

4.4. It is expressly clarified that MAC 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 MAC’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 Customer and/or visitors to the Facility, including any officers, agents, employees, or subcontractors and/or those acting on their behalf, and Customer hereby releases MAC 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.

4.5. MAC DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR FUNCTIONALITY OF THE ACCESS POINTS ONTO WHICH THE HARDWARE IS TO BE INSTALLED, WHICH MAY BE DANGEROUS AND/OR UNSAFE TO USE. CUSTOMER AGREES THAT THE ENTIRE RISK ARISING OUT OF OR IN CONNECTION WITH THE ACCESS POINTS, REMAINS SOLELY WITH THE CUSTOMER, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.THIS INCLUDES, WITHOUT LIMITATION, ENSURING THE ACCESS POINTS ARE PROPERLY CONNECTED TO ALARM SYSTEMS, OR OTHER AUTOMATIC RELEASE MECHANISMS DURING FIRES, EARTHQUATES, FLOOD OR OTHER EMERGENCY SITUATIONS.

5. Limitation Of Liability

5.1. IN NO EVENT SHALL MAC BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF 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 MATERIALS ON THE ACCESS POINTS FOR THE PURPOSES OF PROVIDING THE SERVICES, THE USE OF OR INABILITY TO USE THE SERVICES OR THE ACCESS POINT; ANY UNAUTHORIZED ACCESS TO OR USE OF MAC’S SECURE 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 MAC’S SERVICES OR ITS 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 MAC, EVEN IF MAC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MAC 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 MAC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

5.2. MAC SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE. MAC IS FURTHER NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY ACCESS POINT AND/OR COMMUNICATION NETWORK OR LINES, VEHICLES, COMPUTER SYSTEMS, SERVERS OR PROVIDERS, COMPUTER HARDWARE, SOFTWARE, TECHNICAL PROBLEMS OR CONGESTION DUE TO THE USE OF OUR SERVICES OR COMBINATION THEREOF, INCLUDING ANY INJURY OR DAMAGE TO PERSONS OR PROPERTY, IN CONNECTION WITH THE SERVICES. CUSTOMER ACKNOWLEDGES THAT THE ACCESS POINTS THEMSELVES WERE NOT PROVIDED, INSTALLED BY, MAINTAINED, OR OTHERWISE MANAGED BY MAC, AND THAT MAC MAKES NO REPRESENTATION AS TO THEIR FUNCTIONALITY OR CONDITION, WHICH MIGHT BY FAULTY AND/OR UNSAFE TO USE, AND CUSTOMER AGREES THAT MAC HAS NO RESPONSIBILITY OR LIABILITY TO CUSTOMER AND/OR ANY THIRD PARTY RELATED TO THE SERVICES.

5.3. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, MAC’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON THE CHOICE OF LAW PROVISION SET FORTH BELOW.

5.4. MAC LIABILITY, IF ANY, FOR ANY ALLEGEDLY DEFECTIVE HARDWARE OR PART OR MATERIAL WILL BE LIMITED TO REPAIR OR REPLACEMENT OF SUCH HARDWARE OR PART OR MATERIAL, AT MAC’S SOLE ELECTION. MAC’S TOTAL LIABILITY, IF ANY, FOR DAMAGES RELATING TO HARDWARE AND/ORSERVICES PROVIDED UNDER THIS AGREEMENT, WILL NOT EXCEED THE TOTAL FEE PAID BY CUSTOMER TO MAC.

5.5. The provisions set forth in in this §‎‎5 shall survive the termination of the Subscription Agreement and shall be enforceable by equitable relief.

6. Indemnity

6.1. Customer shall indemnify, defend, and hold harmless MAC and its direct and indirect parents, subsidiaries and affiliates and their respective officers, agents, and employees (each a “MAC Indemnified Party”) from and against any and all losses, liabilities, claims, damages, and expenses (including reasonable costs of attorneys’ fees) arising out of or in connection with (i) the use of the Services; (ii) the breach or violation of any of this Agreement and/or any other terms or conditionreferenced herein; (iii) Customer’s violation of the rights of any third party; (iv) failure by Customer and/or users of the Facility and/or users of the App to comply with any and all federal, state, foreign, local, and municipal regulations, ordinances, statutes, rules, laws, and constitutional provisions; (v) any unlawful acts on the part of the Customer and/or users of the Facility and/or users of the App, including their respective officers, agents, employees, or subcontractors; (vi) personal injury or bodily injury to persons, up to and including death, caused by the acts, errors, and/or omissions or the willful misconduct of the Customer and/or users of the Facility and/or users of the App, including their respective officers, agents, employees, or subcontractors; (vii) damage to property (including the Hardware, cars, buildings, the Facility, etc.) caused by the acts, errors, and/or omissions or the willful misconduct of the Customer and/or users of the Facility and/or users of the App, including their respective officers, agents, employees, or subcontractors; (viii) claims, demands, suits, or proceedings made or brought against any MAC Indemnified Party by a third party alleging a breach by the Customer and/or users of the Facility and/or users of the App of any applicable local, state, federal and foreign laws.; (ix) claims, demands, suits, or proceedings made or brought against any MAC Indemnified Party by a third party alleging liability in connection to the condition and/or safety and/or maintenance of an access point.

6.2. In no event shall MAC be liable for any incidental, special, or consequential damages of any nature, even if MAC has been advised of the possibility of such damages.

6.3. The provisions set forth in in this §‎ ‎6 shall survive the termination of the Subscription Agreement and shall be enforceable by equitable relief.

7. Termination. Each Party may terminate this Agreement at least 48 hours in advance of scheduled installation date. Failure to cancel at least 48 hours in advance will result in a $250 fee being assessed for late cancellation.

8. Independent Contractors. Nothing herein shall be deemed to create a partnership, joint venture or similar arrangement between the parties and they are operating on a contractor basis. Nothing herein shall be deemed to create an employer-employee relationship between the employees of one party and the other party. Each party shall remain solely liable to pay for the cost of its own employees, service providers and agents (including the cost of labor, taxes, insurance, withholding and similar obligations). Likewise, each party agrees to report and pay its own taxes imposed on its income by any jurisdiction, including, without limitation, state and federal income taxes.

9. Representations and Warranties. Customer hereby represents and warrants as follows:

9.1. The Customer has the full power and authority to enter into thisAgreement, and perform each of its obligations hereunder.

9.2. The Customer is legally authorized and has obtained all necessary regulatory approvals for the execution, delivery, and performance of thisAgreement.

9.3. The Customer ‘s performance under thisAgreement shall be in compliance with applicable laws, statutes, rules, ordinances and regulations (collectively, the “Laws”) and the Customer such party shall obtain from, prior to its performance under thisAgreement, and maintain any and all applicable certifications with all applicable governmental authorities required by the Laws during the Term of thisAgreement.

9.4. In addition, the Customer warrants and represents that (i) it has all rights and interest to manage and hold the Facilities as well as to enter into thisAgreement with MAC; (ii) thisAgreement is not subject to the approval of any third party; (iii) the Customer’s right to hold, or manage the Facilities is not subject to termination by any third party during the Term of thisAgreement.

10. Arbitration Clause.

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

10.2. CUSTOMER ACKNOWLEDGES AND AGREES THAT CUSTOMER AND MAC 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 Customer and MAC 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, Customer and MAC 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.

10.3. Rules and Governing Law

10.3.1. 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.

10.3.2. 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.

10.3.3. Notwithstanding any choice of law or other provision in this Agreement, 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.

10.4. 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.

10.5. Location and Procedure. Unless Customer and MAC otherwise agree, the arbitration will be conducted in Houston, Texas. If Customer’s claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents Customer and MAC submit to the Arbitrator, unless Customer request a hearing or the Arbitrator determines that a hearing is necessary. If Customer’s claim exceeds $10,000, Customer’s 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.

10.6. 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.

10.7. 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.

11. Miscellaneous

11.1. Amendment. This Agreement may only be amended by a written instrument, executed by both Parties hereto. 

11.2. 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 ‎‎10.

11.3. 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 these Terms or to define, limit, or describe the scope or intent of this Agreement or the particular paragraphs hereof to which they refer.

11.4. 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.

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

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

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

11.8. Assignment. Customer may not assign this Agreement without MAC’s prior written approval. MAC may assign this Agreement in its sole discretion without Customer's prior consent. Any purported assignment in violation of this section shall be void.

11.9. Notice. MAC may give notice by means of a general notice on the Services, telephone or text message to any phone number provided in connection with this Agreement, or by written communication sent by first class mail or pre-paid post to any address connected with this Agreement. 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). Customer may give notice to MAC, with such notice deemed given when received by MAC, at any time by first class mail or pre-paid post to MAC's registered agent for service of process, c/o MAC, Inc.

This Master Service Agreement is executed by the Parties on their behalf by and through their duly authorized officers as of the Effective Date.

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