Gabriel Network Inc. Service Terms and Conditions

Last updated: October 7, 2026

PLEASE READ THESE TERMS CAREFULLY BEFORE USING GABRIEL’S PRODUCTS OR SERVICES.

These Service Terms and Conditions (these “Terms”) are incorporated by reference into the order form, quote, proposal, purchase order, or statement of work (each, an “Order Form”) signed by the organization identified as the customer in the Order Form (“Customer”) and Gabriel Network Inc. dba Gabriel Protects (“Gabriel”). Under these Terms, Customer receives the right to access and use the Gabriel Platform and to receive Products and Services from Gabriel. These Terms, the Order Form, and Gabriel’s Privacy Policy together form a binding written agreement between Customer and Gabriel, effective as of the date the Order Form is last signed (the “Agreement”).

1. Definitions.

“Affiliate” means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party, where “control” means direct or indirect ownership or control of more than 50% of the voting interests of the party.

“Documentation” means the user guides, specifications, and instructions for the Gabriel Platform and Products that Gabriel makes available to Customer.

“Gabriel Platform” or “Platform” means Gabriel’s proprietary security platform, including its emergency alert software, mobile applications, web consoles, cloud services, and interfaces, and all updates to them.

“Products” means the devices, sensors, wearables, and other hardware supplied by Gabriel, as specified in the Order Form.

“Services” means the subscription services, emergency alert software and mobile applications, support, installation, onboarding, and other services provided by Gabriel, as specified in the Order Form.

“Systems” means the servers, networks, and systems that Gabriel or its providers use to provide the Gabriel Platform.

2. Order of Precedence.

If these Terms conflict with an Order Form, the Order Form controls, but only for the specific point in conflict and only if the Order Form is signed by Gabriel. These Terms control over any terms in a Customer purchase order, vendor portal, or other Customer document, and those other terms have no effect unless Gabriel agrees to them in a signed writing.

3. The Services and Subscription.

Gabriel delivers emergency alert devices, software, and mobile applications on a subscription basis through the Gabriel Platform. Gabriel will make the Platform available to (a) Customer and (b) individuals who are authorized by Customer to use the Platform on Customer’s behalf and who have been supplied user identification and credentials by Customer, or by Gabriel at Customer’s request, including employees, consultants, contractors, and agents of Customer (“Users”). Gabriel grants Customer and its Users a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform and to receive support during the Subscription Term, subject to the access rights and limitations in the Order Form (the “Subscription”).

The Subscription is granted solely to Customer and its Users and not to any other third party, including Customer’s Affiliates, unless the Order Form expressly says otherwise. Affiliates may purchase additional Subscriptions from Gabriel by signing Order Forms under these Terms.

The Subscription is not contingent on any future functionality or features, or on any public comments or oral statements Gabriel has made about them. Gabriel may update, enhance, and modify the Platform and Services from time to time, but will not materially reduce the core functionality of the Services during the Subscription Term.

4. Customer Responsibilities.

Customer is responsible for:

its Users’ compliance with this Agreement and all activity under its accounts, and for keeping credentials confidential and notifying Gabriel promptly of any unauthorized use;
providing and maintaining the power, internet or cellular connectivity, Wi-Fi and network access, and facility conditions that the Products and Platform need to operate, and for the placement of Products it installs;
keeping its user lists, contacts, floor plans, escalation paths, and response procedures in the Platform accurate and current;
training its Users, conducting periodic drills, and testing the Products and Platform on a regular basis as described in the Documentation;
installing software, firmware, and mobile application updates that Gabriel designates as required;
providing all notices and obtaining all consents and authorizations required by law as described in Section 23; and
maintaining its own emergency plans, procedures, and insurance, and contacting emergency services directly when appropriate.

5. Emergency Services and Safety Disclaimer.

The Gabriel Platform is a communication and alerting tool intended to help Customer and its Users notify one another and, where configured, emergency responders more quickly. Customer acknowledges and agrees that:

Gabriel is not an emergency responder, alarm monitoring company, or public safety answering point, and does not guarantee any response, response time, or dispatch by any emergency responder, dispatch center, or other third party;
the Platform and Products do not replace Customer’s own safety, security, and emergency plans, and Customer remains solely responsible for the safety and security of its premises and the people on them;
alerts, notifications, audio, video, and location data depend on cellular, Wi-Fi, internet, and power services, device placement and battery condition, third-party systems, and User action, and may be delayed, inaccurate, or unavailable, and location accuracy varies;
the Platform, Products, and Services cannot prevent, and Gabriel does not warrant against, personal injury, loss of life, or damage to property;
in an emergency, Users should call 911 or the local emergency number directly whenever it is feasible to do so; and
Customer is responsible for designating and maintaining the contacts, escalation paths, and any dispatch or emergency service integrations used with the Platform.

6. Third-Party Services and Integrations.

The Platform may work with third-party products, systems, and services, including emergency dispatch and public safety platforms, camera and video systems, access control and public address systems, communications carriers, and cloud infrastructure providers (“Third-Party Services”). Third-Party Services are provided by their owners under their own terms, which Customer is responsible for reviewing and accepting. Gabriel does not control Third-Party Services and is not responsible for their availability, accuracy, security, or changes, or for any failure of the Platform that results from a Third-Party Service. Gabriel may modify or discontinue an integration if a third party changes or ends access or if required by law, and will use commercially reasonable efforts to give Customer advance notice when practicable. Fees charged by a third party are Customer’s responsibility unless the Order Form says otherwise.

7. Payment Terms for Products and Projects.

Initial Payment. Customer agrees to make an initial payment of fifty percent (50%) of the total price for Products and implementation services stated in the Order Form (the “Project Price”) when placing an order. This payment is non-refundable, except as stated in the Order Form, and is required to secure the Products and services described in the Order Form.

Final Payment. The remaining fifty percent (50%) of the Project Price, plus the price of any additional Products or services added after the order, is due upon delivery. The final payment must be received within fifteen (15) days after Customer is notified of delivery. Details for making payments will be provided when the order is placed. Recurring Subscription fees are governed by Section 8.

8. Fees, Invoicing, and Taxes.

Customer will pay Gabriel the fees specified in the Order Form (the “Fees”). Except as otherwise provided in the Order Form, all Fees are quoted and payable in US dollars; Fees are based on Subscriptions purchased and not on actual usage; payment obligations are non-cancellable; and Subscription Fees are non-refundable. Fees will be invoiced in advance or as stated in the Order Form, and are due within thirty (30) days of the invoice date.

If Customer does not pay when due, Customer agrees to pay Gabriel’s reasonable costs of collection, including reasonable attorneys’ fees and costs. Any payment not received by the due date accrues interest, except for charges under reasonable and good faith dispute, at the lesser of 1.5% per month or the maximum rate permitted by law, on the outstanding balance from the due date until paid. If Customer’s account is thirty (30) days or more overdue, except for charges under reasonable and good faith dispute, then in addition to its other rights and remedies, including termination under this Agreement, Gabriel may suspend the Gabriel Platform on prior written notice and without liability to Customer until the account is paid in full.

Customer must notify Gabriel in writing of any good faith dispute about an invoice within thirty (30) days after the invoice date, with reasonable detail, and the parties will work in good faith to resolve it.

Fees do not include taxes. Customer is responsible for all sales, use, value-added, and similar taxes, duties, and charges that apply to its purchases, other than taxes on Gabriel’s net income. If Customer is exempt from sales tax, Customer will give Gabriel a valid exemption certificate from the appropriate taxing authority before the first invoice. If Gabriel pays, collects, or remits any such tax on Customer’s behalf because Customer has not provided a valid certificate, Customer will reimburse Gabriel.

9. Travel Costs.

Customer is responsible for all reasonable and necessary travel expenses incurred by Gabriel or its service providers in fulfilling the obligations in this Agreement, including transportation (such as airfare, mileage, and rental cars), accommodation, meals, and other costs directly related to the project.

10. Customer Service and Support.

10.1 Customer Support Definitions

(a) Level Zero Support. “Level Zero Support” means an automated, self-service solution that Users can access without the aid of live support, including:

basic instructions on use of the Products; and
knowledge base lookup.

Level Zero Support is available to active customers through a password-protected portal on the Gabriel website, provided by Gabriel’s third-party service provider, and does not involve a help desk technician. Examples include questions about logging in to an account or changing the battery in a Product. Active customers receive credentials to access Level Zero Support from Gabriel or its authorized reseller.

(b) Level One Support. “Level One Support” means support provided by Gabriel, including:

receiving and acknowledging problems reported by customers;
checking lists of known problems and workarounds;
giving published answers and helping customers implement solutions when the reported problem is known; and
escalating incidents to a higher support level when no solution is available through Level Zero or Level One Support.

Examples include helping customers who choose not to use the FAQs, onboarding assistance, addressing data upload issues, and explaining how the Products and the Platform work.

(c) Level Two Support. “Level Two Support” means support provided by Gabriel, including:

correcting issues caused by a Gabriel server being down or malfunctioning;
isolating, identifying, and reproducing unknown customer-reported problems;
researching and developing workarounds or fixes; and
connecting into customer systems to implement complex workarounds or apply a fix or patch when needed.

(d) Level Three Support. “Level Three Support” means support provided by Gabriel using commercially reasonable efforts to correct errors or malfunctions in the Services or Products reported by customers.

10.2 Availability of Level Zero Support

During the Subscription Term, Gabriel will make Level Zero Support available 24 hours a day, 7 days a week, 365 days a year, and will make sure Customer knows how to access it.

10.3 Gabriel Support

Gabriel will provide Level Zero and Level One Support to Customer at no additional charge as part of the purchase of the software and hardware. Level One Support is provided during Gabriel’s published business hours. Level Two and Level Three Support needed to correct a defect in the Gabriel Platform or Products, or a malfunction of Gabriel’s Systems, is included in the Subscription. Level Two and Level Three Support requested for any other reason, including problems caused by Customer’s or a third party’s systems, networks, equipment, or integrations, misuse of the Products, on-site visits, custom configuration or development, or additional training, will be billed directly to Customer at $100 per hour. Support covers only the services and products provided by Gabriel and is provided in English.

10.4 Gabriel SaaS Platform

Gabriel will host, maintain, and support the Platform in connection with the Products. Customer must pay Gabriel the applicable software as a service fee (the “SaaS Service Fee”) as stated in the Order Form or Gabriel’s current price sheet. If the SaaS Service Fee for a period is included in the Product purchase price, then once Gabriel receives payment for the Product, Gabriel retains the applicable portion of that payment as outlined in the Order Form or current pricing terms.

11. Service Availability, Maintenance, and Suspension.

Gabriel will use commercially reasonable efforts to keep the Platform available, excluding scheduled and emergency maintenance, problems caused by Customer or Third-Party Services, and events described in Section 33. Gabriel will use commercially reasonable efforts to give advance notice of planned maintenance that is expected to materially affect availability. Unless the Order Form includes a service level commitment, Gabriel makes no commitment to a specific level of uptime.

Gabriel may suspend access to all or part of the Platform immediately, giving notice as soon as practicable, if (a) suspension is necessary to prevent or address a security threat to the Platform, to other customers, or to any person; (b) Customer’s or its Users’ use violates Section 19, Section 20, or applicable law; or (c) suspension is required by law or a government authority. Gabriel will restore access promptly after the cause is resolved. Suspension for non-payment is governed by Section 8.

12. Term and Renewal.

Customer’s initial Subscription term for the Gabriel Platform begins on the “Subscription Start Date” stated in the Order Form or, if none is stated, the day User login credentials are first issued to Customer (the “Subscription Start Date”), and continues for the initial term stated in the Order Form. The initial term together with any renewal terms is the “Subscription Term.”

Unless the Order Form says otherwise, the Subscription renews automatically for successive renewal terms of twelve (12) months each, unless either party gives written notice of non-renewal at least ninety (90) days before the end of the then current term. Gabriel will notify Customer in writing of any increase in Fees for a renewal term at least one hundred twenty (120) days before that renewal term begins.

13. Termination.

The Subscription and any Services may be terminated by either party for cause: (a) on thirty (30) days written notice of a material breach to the other party, if the breach remains uncured at the end of that period; or (b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.

14. Early Termination.

If Customer wishes to terminate the Subscription before the end of the then current Subscription Term and the termination is not due to Gabriel’s breach, all Fees that would otherwise be due through the end of that Subscription Term, including applicable taxes, become due and payable within thirty (30) days after the effective date of termination, and no refunds of prepaid Fees will be provided. The parties agree that these early termination charges are a reasonable estimate of anticipated actual damages and not a penalty. Services may be terminated in accordance with the applicable Order Form or statement of work.

15. Effect of Termination and Surviving Provisions.

When the Subscription expires or is terminated: (a) Customer’s right to access the Platform and use the Services ends; (b) Customer will pay all Fees accrued through the effective date of termination and any amounts due under Section 14; (c) Customer will return the Products as provided in Section 16; and (d) Customer Content will be handled as provided in Section 21.

The following provisions survive any termination or expiration of this Agreement: Sections 1, 7, 8, 14, 15, 16, 18, 21, 24, 26, 27, 28, 29, 30, 31, and 36.

16. Delivery, Title, and Return of Products.

Delivery terms are stated in the Order Form. Gabriel will use commercially reasonable efforts to deliver the Products by the date specified in the Order Form, but time for delivery is not of the essence. Risk of loss and damage to the Products passes to Customer upon delivery. Gabriel retains ownership of, and a security interest in, the Products until it has received payment in full of all amounts due for them.

When this Agreement terminates for any reason, Customer will return the Products to Gabriel within thirty (30) days after the effective date of termination. If Customer terminates this Agreement for Gabriel’s uncured material breach and returns the Products, Gabriel will repair the points of installation to their original state at a maximum cost to Gabriel of $500 for the entire building.

17. Damage to the Products.

If a Product is damaged by an act of God or normal wear and tear, Gabriel will replace it during the Subscription Term. If a Product is damaged by misuse, mishandling, improper storage, vandalism, or other conduct by Customer or Customer’s guests, invitees, Users, members, constituents, or others, which conduct Customer is better able to control, Customer must purchase a replacement Product from Gabriel during the Subscription Term. If Customer does not replace the Product, Gabriel may terminate the Services, and all amounts due up to the date of termination become due and payable on that date.

18. Proprietary Rights.

The Gabriel Platform and all intellectual property rights in it, and all intellectual property rights relating to the provision of support and the Services, are owned by or licensed to Gabriel. Except for the license granted in this Agreement, nothing in this Agreement gives Customer any right, title, or interest in the Gabriel Platform or the Services.

During the Subscription Term and after termination for any reason, Customer retains all right, title, and ownership in the data and reports generated through its use of the Gabriel Platform (the “Reports”) and in any work product specifically identified as Customer’s in the Order Form. Customer acknowledges that in generating the Reports and providing the Services, Gabriel may use materials, products, algorithm processing, training material, best practices, and other property that belongs to Gabriel (“Gabriel Property”). Gabriel retains all right, title, and ownership in and to the Gabriel Property, including all intellectual property rights in it. Gabriel grants Customer a royalty-free, worldwide, non-exclusive, temporary license to use the Gabriel Property solely for Customer’s internal business purposes during the Subscription Term.

If Customer or its Users give Gabriel feedback, suggestions, or ideas about the Platform, Products, or Services, Gabriel may use them without restriction or payment, and Gabriel will not identify Customer as their source.

19. Use Restrictions.

Customer will use the Gabriel Platform only for the internal business purposes contemplated by this Agreement and will not, and will not permit any User or third party to:

modify, translate, or create derivative works based on the Platform or the Services;
create any link to, or frame or mirror any content of, the Platform, or deep link to any page of the Platform in a way that bypasses Gabriel’s homepage for the Platform;
reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, underlying structure, ideas, or algorithms of the Platform, Products, or Services;
access the Platform to build a competitive product or service, or to copy its ideas, features, functions, or graphics in order to compete with or damage Gabriel;
willfully tamper with the security of the Systems or with other Gabriel customer accounts;
access data on the Systems that is not intended for Customer, or log into a server or account on the Systems that Customer is not authorized to access;
probe, scan, or test the vulnerability of any Systems, or breach security or authentication measures, without Gabriel’s prior written authorization;
willfully render any part of the Systems unusable;
lease, distribute, license, sell, or otherwise commercially exploit the Platform, or make it available to any third party not authorized by Gabriel, or use it for the benefit of a third party;
provide any evaluation version of the Platform to a third party without Gabriel’s prior written consent; or
present or alter any underlying software of the Platform so that it appears to be part of Customer’s or a third party’s own website or product.

20. Acceptable Use.

Customer’s permitted use of the Services and Products is limited to the contemplated functionality of the Gabriel Platform and to the purpose stated in the Order Form. Customer may not sell, resell, distribute, license, sublicense, or otherwise purport to grant any right in the Products to another party, and may not convey or transfer Products to any third party in any way.

Customer and its Users may not use the Products or Services in a manner that:

is unlawful, fraudulent, or deceptive;
harasses, abuses, stalks, threatens, defames, or otherwise infringes the rights of any third party, including rights of publicity, privacy, and other proprietary rights;
uses technology or other means not authorized by Gabriel to access the Products or Services;
introduces viruses, malware, or other computer code, files, or programs that interrupt, destroy, or limit the functionality of any computer hardware, software, or telecommunications equipment;
attempts to gain unauthorized access to Gabriel’s systems or user accounts;
encourages conduct that would be a criminal offense or give rise to civil liability;
damages, disables, or overburdens Gabriel’s services or networks;
triggers false emergency alerts or reports, other than authorized tests and drills; or
fails to comply with applicable internet service provider or wireless carrier terms of service.

Gabriel may suspend or terminate the license granted to Customer, and may bring legal action, if Customer engages in, or Gabriel reasonably believes Customer is engaging in, use that violates these Terms. Customer will make sure that access to the Platform is given only to Users who understand and agree to comply with these Terms.

21. Customer Content and Data Rights.

Customer retains all right, title, and interest in the information, audio, video, images, location data, user lists, and other content that is uploaded to the Gabriel Platform or transmitted by the Products in connection with the Services, other than the Gabriel Property, together with Customer’s Confidential Information (“Customer Content”). Customer agrees to Gabriel’s Privacy Policy, which is part of this Agreement and is available at www.gabrielprotects.com.

Customer grants Gabriel a limited, non-exclusive license, during the Subscription Term and afterward as needed to meet its obligations under this Agreement and the law, to host, process, transmit, display, and use Customer Content to provide, secure, support, and maintain the Subscription and the Services, and as described in the Privacy Policy. Gabriel may also collect technical, usage, and performance data about the Platform and Products, and may create aggregated and de-identified data from Customer Content and usage that does not identify Customer, any User, or any other individual (“Aggregated Data”). Gabriel may use Aggregated Data to operate, secure, analyze, and improve the Platform, Products, and Services, will not attempt to re-identify it, and owns it.

Customer understands and agrees that when its Users, constituents, clients, members, employees, agents, or other representatives use the Services, their image, voice, and location data and other information will be transmitted to Customer, emergency responders, and other users over wireless and other networks, including networks that are not secured, for the purpose of providing the Services. Gabriel will comply with applicable laws and with the confidentiality provisions of this Agreement with respect to Customer Content.

On Customer’s written request made at any time during the Subscription Term, or within thirty (30) days after the effective date of expiration or termination, Gabriel will give Customer temporary access to the Gabriel Platform, or an export of Customer Content in a commonly used format, so that Customer can retrieve its Customer Content. After that thirty (30) day period, Gabriel has no obligation to maintain or provide Customer Content and, unless legally prohibited or required to retain it, will delete Customer Content from the Systems and from its possession or control, subject to routine deletion of backup copies on their normal cycle.

22. Data Security.

Gabriel has implemented and will maintain commercially reasonable administrative, technical, and physical safeguards (“Appropriate Security Measures”) designed to protect Customer Content against destruction, loss, alteration, unauthorized disclosure to third parties, and unauthorized access, including access by Gabriel’s employees or contractors, whether by accident or otherwise. Gabriel hosts the Gabriel Platform with reputable third-party internet service, cloud, and co-location providers.

If Gabriel becomes aware of unauthorized access to, or disclosure of, Customer Content in its possession or control that requires notification under applicable law (a “Security Incident”), Gabriel will notify Customer without undue delay and, where practicable, within seventy-two (72) hours after confirming the Security Incident. Gabriel will provide the information reasonably available to it to help Customer meet its own legal notification obligations. Gabriel will make a summary of its security practices available to Customer on request.

23. Privacy and Regulatory Compliance.

Notices and consents. Customer is responsible for providing all notices and obtaining all consents and authorizations required by law for its and its Users’ use of the Products and Platform and for the collection and transmission of Customer Content as described in this Agreement. This includes notices and consents required by laws governing audio and video recording, electronic communications, location tracking, and employee, member, and student privacy.

Roles. As between the parties, Customer determines the purposes for which Customer Content is collected. Gabriel processes Customer Content on Customer’s behalf as its service provider or processor and will process it only as described in this Agreement, the Privacy Policy, and Customer’s documented instructions, except as required by law. Gabriel will not sell Customer Content or share it for cross-context behavioral advertising. Customer authorizes Gabriel to use service providers to help provide the Services, and Gabriel remains responsible for their performance.

Education customers. If Customer is an educational agency or institution subject to the Family Educational Rights and Privacy Act (“FERPA”), Customer designates Gabriel as a school official with a legitimate educational interest, under Customer’s direct control with respect to the use and maintenance of education records, and Gabriel will use education records only to provide the Services. Customer is responsible for compliance with the Children’s Online Privacy Protection Act and other student privacy laws that apply to it, including obtaining any parental consent that the law requires for use of the Services.

Health information. Gabriel does not request or intend to receive protected health information, as defined under the Health Insurance Portability and Accountability Act (“HIPAA”), through the Platform. Customer will not submit protected health information to the Platform unless the parties have first signed a business associate agreement.

24. Confidentiality.

“Confidential Information” means all confidential information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”) that is designated as confidential in writing or that a reasonable person would understand to be confidential from its nature and the circumstances of disclosure, together with the terms and conditions of the Order Form. Confidential Information does not include information that: (a) is or becomes known publicly, other than through the fault of the Receiving Party; (b) was generally known in the industry before disclosure; (c) was already known to the Receiving Party without restriction before disclosure; (d) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (e) is rightfully received from a third party without a duty of confidentiality.

The Receiving Party will not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement without the Disclosing Party’s prior written permission. The Receiving Party will protect the confidentiality of the Disclosing Party’s Confidential Information in the same manner as it protects its own, using at least a reasonable degree of care, and may disclose it only to its employees, contractors, and advisors who need to know it and are bound by confidentiality obligations at least as protective as those in this Section. If the Receiving Party is compelled by law to disclose Confidential Information, it will give the Disclosing Party prior notice to the extent legally permitted, and reasonable assistance at the Disclosing Party’s cost if the Disclosing Party wishes to contest the disclosure. The Receiving Party agrees that monetary damages for breach of this Section may not be adequate and that the Disclosing Party may seek injunctive relief.

These obligations continue during the Subscription Term and for three (3) years afterward, except that they continue for trade secrets for as long as they remain trade secrets, and for Customer Content for as long as Gabriel retains it.

25. Warranties.

Gabriel warrants that: (i) the Gabriel Platform will operate in a manner consistent with general industry standards reasonably applicable to its provision and in substantial conformity with the then current Documentation; (ii) the Services will be provided in a timely and workmanlike manner by persons with the proper skill, training, and background, consistent with generally accepted industry standards, and will perform in material conformity with applicable written specifications; (iii) at the time of delivery, any Documentation will be complete enough to enable Customer’s personnel with ordinary skills and experience to use the Platform and Services for the purposes for which Customer is acquiring them; and (iv) Products sold under this Agreement will be free from defects in materials and workmanship under normal use for a period of thirty-six (36) months following delivery. Required software updates are provided as part of the Subscription Fee throughout the Subscription Term.

These warranties do not apply to the extent of: (a) any modification of the Products by anyone other than Gabriel; (b) misuse or abuse of the Products or Documentation by Customer or its Users; (c) negligence or wrongdoing of Customer; (d) accident or disaster; (e) use of the Products in a manner inconsistent with the Documentation or instructions provided by Gabriel; (f) improper storage of the Products; or (g) Customer’s or a third party’s systems, networks, equipment, or Third-Party Services.

If Gabriel breaches a warranty in this Section and Customer notifies Gabriel in writing within the applicable warranty period, Gabriel will, at its expense, repair or replace the nonconforming Product or correct or re-perform the nonconforming Service. This is Customer’s sole and exclusive remedy, and Gabriel’s sole obligation, for breach of these warranties.

26. Disclaimer of Other Warranties.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE GABRIEL PLATFORM, PRODUCTS, AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” GABRIEL DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW. GABRIEL DOES NOT WARRANT THAT THE GABRIEL PLATFORM, PRODUCTS, OR SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR THAT THEIR OPERATION WILL BE UNINTERRUPTED OR ERROR FREE, THAT ALL ERRORS CAN BE CORRECTED, OR THAT ANY ALERT, NOTIFICATION, OR COMMUNICATION WILL BE DELIVERED, TIMELY, OR ACCURATE. GABRIEL SPECIFICALLY DISCLAIMS ANY WARRANTY THAT THE GABRIEL PLATFORM, PRODUCTS, OR SERVICES WILL PREVENT PERSONAL INJURY, LOSS OF LIFE, OR DAMAGE TO PROPERTY, OR THAT ANY EMERGENCY RESPONDER OR OTHER THIRD PARTY WILL RESPOND TO ANY ALERT.

27. Limitation of Liability.

EXCEPT FOR THE EXCLUDED CLAIMS DESCRIBED BELOW, IN NO EVENT WILL EITHER PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS BEFORE THE EVENT FIRST GIVING RISE TO THE LIABILITY.

IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

GABRIEL IS NOT LIABLE FOR THE ACTS OR OMISSIONS OF EMERGENCY RESPONDERS, DISPATCH CENTERS, THIRD-PARTY SERVICES, OR OTHER THIRD PARTIES, OR FOR ANY LOSS THAT RESULTS FROM THE MATTERS DESCRIBED IN SECTION 5.

“EXCLUDED CLAIMS” MEANS (A) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTIONS 29 AND 30; (B) CUSTOMER’S OBLIGATION TO PAY FEES; AND (C) LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW, INCLUDING LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. THE PARTIES AGREE THAT THE FEES REFLECT THIS ALLOCATION OF RISK. THESE LIMITATIONS DO NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

28. Limitation Period.

No action arising out of this Agreement may be brought by either party more than one (1) year after the cause of action arose, except that Gabriel may bring an action to collect unpaid Fees within the period allowed by law.

29. Gabriel Indemnification.

Gabriel will indemnify, defend, and hold Customer harmless against any loss, damage, or cost (including reasonable attorneys’ fees and costs) incurred in connection with claims, demands, suits, or proceedings (“Claims”) brought against Customer by a third party alleging that Customer’s use of the Gabriel Platform or the Services, as contemplated by this Agreement, infringes the intellectual property rights of that third party.

If Gabriel reasonably believes that Customer’s use of any portion of the Gabriel Platform is likely to be enjoined because of a Claim of infringement, violation, or misappropriation of a third party’s intellectual property rights, Gabriel may, at its expense: (i) procure for Customer the right to continue using the Gabriel Platform; (ii) replace it with other software, services, or material of equivalent function and efficiency that is not subject to an infringement action; or (iii) modify the applicable software, support services, or other material so that there is no longer any infringement or breach, provided that the modification does not adversely affect the capabilities of the Gabriel Platform as described in this Agreement.

Except as otherwise agreed in this Agreement, Gabriel has no liability for any Claim of infringement or breach to the extent it is based on the combination, operation, or use of the Gabriel Platform or the Services with equipment or software not supplied by Gabriel, on use in a manner not consistent with Gabriel’s instructions, on Customer Content, or on modifications not made by Gabriel. THIS SECTION 29 SETS FORTH GABRIEL’S SOLE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.

30. Customer Indemnification.

Customer will indemnify, defend, and hold Gabriel and its officers, directors, employees, and agents harmless against any loss, damage, or cost (including reasonable attorneys’ fees) incurred in connection with Claims brought against Gabriel by a third party arising from or relating to: (a) Customer’s or its Users’ use of the Gabriel Platform, Products, or Services in violation of this Agreement or applicable law; (b) Customer Content; or (c) Customer’s failure to provide notices or obtain consents required by Section 23.

31. Indemnification Procedures.

Each party’s indemnity obligations are subject to the following: (i) the party seeking indemnification must promptly notify the indemnifying party in writing of the Claim; (ii) the indemnifying party has sole control of the defense and all related settlement negotiations for the Claim, provided that the indemnifying party may not settle or defend any Claim unless it unconditionally releases the indemnified party of all liability; and (iii) the indemnified party must cooperate fully to the extent necessary and sign all documents necessary for the defense of the Claim.

32. Cooperation.

Customer acknowledges that certain features of the Gabriel Platform cannot be fully deployed unless Gabriel has access to Customer’s input, data, facilities, and key employees and, in some instances, Customer’s analytics platforms (together, “Customer Input”). The accuracy, availability, and operation of some features of the Platform may depend on the accuracy and completeness of Customer Input and on Customer’s cooperation. Delays caused by Customer’s failure to give Gabriel timely access to the employees, data, facilities, or materials needed to provide the Platform or Services may result in reduced quality or delayed deadlines, and Gabriel is not responsible for those delays.

33. Force Majeure.

Neither party is liable for any failure or delay in performing its obligations under this Agreement, other than payment obligations, to the extent caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, sabotage, labor disputes, pandemic, government action, power, telecommunications, or internet failures, failures of third-party providers, and cyberattacks that reasonable security measures could not have prevented. The affected obligations are suspended to the extent affected by those circumstances and for as long as they persist.

34. Corporate Authority and Compliance with Laws.

Each party represents and warrants that: (i) it has the legal power and authority to enter into this Agreement; (ii) this Agreement is executed by an employee or agent with all necessary authority to bind that party; and (iii) it will comply with all laws and regulations that apply to its performance under this Agreement. Customer will not export, re-export, or transfer the Products or the Gabriel Platform in violation of United States export control and sanctions laws.

35. Government and Public Entity Customers.

If Customer is a governmental or public educational entity, nothing in this Agreement requires Customer to act in violation of laws that apply to it, including public records, procurement, and appropriations laws. If applicable law prohibits Customer from agreeing to a provision of this Agreement, including provisions on indemnification, governing law, venue, automatic renewal, or limitation periods, that provision applies only to the extent the law allows. If applicable law makes Customer’s payment obligations subject to annual appropriation, the Order Form will say so.

36. General Provisions.

Entire Agreement. This Agreement, including the Order Form, the Privacy Policy, and any amendments or additions to them, is the entire agreement between Customer and Gabriel on its subject matter and replaces all prior agreements and discussions on that subject matter.

Publicity. Customer agrees that Gabriel may use Customer’s name and logo on Gabriel’s website and in a general list of Gabriel’s customers, for use and reference in corporate, promotional, and marketing materials. Customer may withdraw this permission at any time by written notice to Gabriel, after which Gabriel will stop new uses within a reasonable time.

Independent Contractors; No Third-Party Beneficiaries. The parties are independent contractors. This Agreement does not create a joint venture, partnership, agency, employment, or representative relationship between the parties, and neither party is authorized to act on behalf of the other. This Agreement does not give any rights to anyone other than the parties and their permitted successors and assigns.

Assignment. Neither party may assign its rights or delegate its duties under this Agreement, in whole or in part, without the prior written consent of the other party, except to a party that acquires all or substantially all of the assigning party’s assets or business to which this Agreement relates, whether by merger, acquisition, change of control, reorganization, or sale of assets, provided that the assignee agrees in writing to be bound by this Agreement. This Agreement binds and benefits each party’s successors and permitted assigns.

Waiver. Any waiver of a right or remedy under this Agreement must be in writing and signed by the waiving party. No delay in exercising a right or remedy operates as a waiver of that right or remedy or any other. A waiver on one occasion is not a waiver of any right or remedy on any future occasion.

Governing Law and Venue. Subject to Section 35, the rights and obligations of the parties and all interpretations and performance of this Agreement are governed by and construed in accordance with the laws of the State of New York, USA, without regard to conflicts of laws principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the state and federal courts located in the County of New York in the State of New York, USA, and all courts competent to hear appeals from them. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

Amendments. No modification of, amendment to, or addition to this Agreement is valid or binding unless it is in writing and signed by both parties.

Incorporated Policies and Changes to Terms. Gabriel’s Privacy Policy and other terms of service published on Gabriel’s website, www.gabrielprotects.com, as of the date Customer signs the Order Form, are incorporated into this Agreement by reference as if fully set forth in it. Gabriel may update its standard Terms of Service, Privacy Policy, and other standard documents that have not been explicitly negotiated with Customer. Updated versions apply to customers who purchase or renew after the updated version is published on Gabriel’s website, and apply to existing customers when their Subscription renews, after at least thirty (30) days’ written notice. Changes required by law or needed to address a security threat may take effect sooner.

Notices. Notices of (a) material changes to this Agreement, (b) internal or external changes materially affecting Gabriel’s ability to do business, (c) breach, (d) termination, or (e) any other material information that this Agreement requires to be in writing, must be in writing. They are deemed given when delivered personally, when sent by email with confirmation of receipt, one business day after being sent by nationally recognized overnight courier, or on the third day after mailing by first-class, registered, or certified mail, postage prepaid. Notices to Customer go to the address in the Order Form. Notices to Gabriel go to Gabriel Network Inc., 8911 North Capital of Texas Highway, Suite 4200 #1150, Austin, Texas 78759, Attention: CEO. A party may change its notice address by notice to the other party.

Severability. If any provision of this Agreement is held to be unenforceable or illegal by a court of competent jurisdiction, that provision will be modified to the extent necessary to make it enforceable, or severed from this Agreement, and all other provisions remain in full force and effect.

Counterparts and Electronic Signatures. Order Forms and amendments may be signed in counterparts and by electronic signature, each of which is an original and all of which together are one agreement.