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Terms And Conditions

In accordance with the terms and conditions of this Agreement, HqO will make available to Customer, its Tenants and the Tenants’ Authorized Users HqO’s Internet-based Tenant Engagement Platform as a service, in object code format only (the “HqO Platform”) and related mobile apps, in object code format only (the “HqO Mobile App”) that provide the functionality identified in the applicable Order Form.  The HqO Platform, the HqO Mobile Apps and any Services identified in an Order Form are collectively referred to in these Terms and Conditions as the “HqO Package”.  The HqO Package may include custom content developed by HqO at the request of Customer and will include any updates to the features purchased by Customer that are made generally available by HqO to Customers at no additional charge, but excludes any separate features or additional functionality or services that are made available by HqO for an additional charge.  These Terms and Conditions are incorporated by reference into the Order Form (a) to which these Terms and Conditions are attached or (b) a subsequent Order Form that does not have any terms and conditions attached and expressly references these Terms and Conditions, in either case to create the agreement between Customer and HqO.

1.              GRANT OF RIGHTS

1.1           HqO Platform.  Subject to the terms and conditions of this Agreement,

(a)            HqO will make the HqO Platform available to Customer and Tenants through the HqO Mobile Apps via the Internet for use with respect to the Building;

(b)            HqO hereby grants Customer a nonexclusive, nontransferable, non-sublicensable right to access and use the HqO Platform through the HqO Mobile App and any web-based application or interface made available to Customer by HqO solely for Customer’s internal business purposes with respect to the Building; and

(c)            HqO will permit Tenants and Tenants’ Authorized Users to access and use the applicable functionality of the HqO Platform through the HqO Mobile Apps.

1.2           HqO Mobile Apps.

(a)            The HqO Mobile Apps are made available by HqO through certain mobile application stores (e.g., the Apple App Store and Google Play) for download and use by Customer, Tenants and Tenants’ Authorized Users.

(b)            Subject to the terms and conditions of this Agreement, HqO hereby grants Customer a nonexclusive, nontransferable, non-sublicensable right and license to (i) download and install the HqO Mobile App on mobile devices owned or leased by Customer, and (ii) to use the HqO Mobile App to access and use the HqO Platform as permitted by this Agreement.  HqO’s standard end user terms and conditions for HqO Mobile Apps does not apply to Customer.

(c)            Use of an HqO Mobile App by a Tenant or a Tenant’s Authorized User is governed by HqO’s standard end user terms and conditions for such HqO Mobile App and the applicable functionality of the HqO Platform.  Such standard end user terms and conditions are made available in connection with the download of the applicable HqO Mobile App.

1.3           License Grant Limitations. The following limitations and restrictions will apply to the use of the HqO Package and the components thereof:

(a)            Customer will not activate or provide access to the HqO Package to any person who is not an employee or contractor of Customer or a Tenant or an Authorized User of Tenant.

(b)            Except as expressly permitted hereunder, Customer will not and will not permit or authorize Tenant, Tenant’s Authorized Users or any third party to: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of any of the HqO Package; (ii) modify, translate or create derivative works based on any of the HqO Package; (iii) copy, rent, lease, distribute, pledge, assign or otherwise transfer or allow any lien, security interest or other encumbrance on any of the HqO Package; (iv) hack, manipulate, interfere with or disrupt the integrity or performance of or otherwise attempt to gain unauthorized access to any of the HqO Package or its related systems, hardware or networks or any content or technology incorporated in any of the foregoing; or (v) remove or obscure any proprietary notices or labels of HqO.

1.4           HqO may use certain of the Customer’s brands and logos to customize the HqO Mobile App and content made available through the HqO Platform for Customer. The brands and logos of Customer that HqO will use in the HqO Platform and HqO Mobile App are identified in the applicable Order Form (the “Customer Brands”). Customer hereby grants to HqO, and HqO hereby accepts, a non-exclusive, non-transferable paid-up,

 

1.5           royalty-free license, which is not sublicensable, to use and display the Customer Brands to brand the HqO Platform and HqO Mobile App for the purposes of providing the HqO Package to Customer.

2.              OWNERSHIP; RESERVATION OF RIGHTS 

2.1           Customer Data.

(a)            Customer owns the data collected from Customer and managed via the HqO Platform (“Customer Data”).  For the avoidance of doubt, Customer Data does not include data provided by Tenants or Tenants’ Authorized Users.

(b)            Customer hereby grants to HqO a non-exclusive, worldwide, royalty-free, fully paid up, sublicenseable, right and license to copy, distribute, display and create derivative works of and use the Customer Data to perform HqO’s obligations under this Agreement.

(c)            Customer also hereby grants to HqO a non-exclusive, world-wide royalty-free, fully paid up, and irrevocable license to copy, anonymize, aggregate, process and create derivative works of Customer Data, in whole or in part, for the purpose of deriving anonymous statistical and usage data, and data related to the functionality of HqO’s products and services, provided such data cannot be used to identify Customer or its users (“Anonymous Data”) and combining or incorporating such Anonymous Data with or into other similar data and information available, derived or obtained from other customers, licensees, users, or other sources (when so combined or incorporated, referred to as “Aggregate Data”), for improving HqO’s existing products and services, developing new HqO products and services and for marketing purposes (e.g., indicating the number of customers using HqO products and services).

(d)            Customer reserves any and all right, title and interest in and to the Customer Data other than the licenses therein expressly granted to HqO under this Agreement.

2.2           HqO Package.  Subject to the licenses granted in Section 1, as between the parties, HqO retains all rights, title and interest in and to the HqO Package and any other materials provided by HqO to Customer under this Agreement, all copies or parts thereof (by whomever produced) and all intellectual property rights therein.  Other than the license rights granted to Customer in Section 1, HqO grants no, and reserves any and all, rights in the HqO Package.

2.3           Feedback.  Customer may elect from time to time to provide suggestions or comments regarding enhancements or functionality or other feedback (“Feedback”) to HqO with respect to the HqO Package.  HqO will have full discretion to determine whether or not to proceed with the development of the requested enhancements, new features or functionality. Customer hereby grants HqO a royalty-free, fully paid up, worldwide, transferable, sublicensable (directly and indirectly), perpetual, irrevocable license to (a) copy, distribute, transmit, display, perform, and modify and create derivative works of the Feedback, in whole or in part; and (b) use the Feedback and/or any subject matter thereof, in whole or in part, including without limitation, the right to develop, manufacture, have manufactured, market, promote, sell, have sold, offer for sale, have offered for sale, import, have imported, rent, provide and/or lease products or services which incorporate, practice or embody, or are configured for use in practicing, the Feedback, in whole or in part.

2.4           Customer Responsibilities.  Customer will (a) use commercially reasonable efforts to prevent unauthorized access to or use of the HqO Package and notify HqO promptly of any such unauthorized access or use, and (b) use HqO Package only in accordance with the documentation, applicable laws and regulations and the terms of this Agreement.

2.5           HqO Responsibilities.

(a)            HqO will use commercially reasonable efforts to provide the HqO Package in a manner that minimizes errors and interruptions in accessing the HqO Package, as set forth in the Service Level Agreement attached hereto as Exhibit A. HqO will provide second tier technical support to Customer’s employees for issues and questions arising from the operation of the HqO Package.

(b)            HqO will implement and maintain reasonable administrative, physical and technical safeguards (“Safeguards”) which attempt to prevent any collection, use or disclosure of, or access to Customer Data that this Agreement does not expressly authorize, including, without limitation, an information security program that meets commercially reasonable industry practice to safeguard Customer Data.  Such information security program will include: (i) physical security of all premises in which Customer Data will be processed and/or stored; and (ii) reasonable precautions taken with respect to the employment of, access given to, and education and training of any and all personnel furnished or engaged by HqO to perform any part of the services hereunder.  In addition, HqO will comply with the requirements set forth on Exhibit B attached hereto.

2.6           Services.  From time to time, HqO may agree to provide Services pursuant to an Order Form. Each Order Form will specify those Services that are to be performed by HqO hereunder. HqO’s performance of the Services is dependent in part on Customer’s actions.  Accordingly, Customer will use reasonable efforts to provide HqO with the necessary items and assistance necessary for HqO to complete the Services.  Any dates or time periods relevant to performance by HqO hereunder will be appropriately and equitably extended to account for any delays or change in assumptions due to Customer.

3.              FEES; PAYMENT TERMS

3.1           Fees; Payment Terms.  Customer will pay HqO such fees as indicated on the Order Form.  Monthly fees will be paid in advance on the first day of each calendar month.  Other fees will be paid within thirty (30) days of invoice.  If payment of any fees (including any reimbursement of expenses) is not made when due and payable, a late fee will accrue at the rate of the lesser of one and one-half percent (1.5%) per month or the highest legal rate permitted by law and Customer will pay all reasonable expenses of collection.  In addition, if any past due payment has not been received by HqO within thirty (30) days from the time such payment is due, HqO may suspend access to the HqO Package until such payment is made. At its discretion, HqO may increase the pricing stated on the Order Form for any Renewal Term (as defined below) upon giving Customer at least ninety (90) days’ notice (which may be sent by email) prior to the end of the then-current Term.

3.2           Net of Taxes.  All amounts payable by Customer to HqO hereunder are exclusive of any sales, use and other taxes or duties, however designated, including without limitation, withholding taxes, royalties, know‑how payments, customs, privilege, excise, sales, use, value‑added and property taxes (collectively “Taxes”).  Customer will be solely responsible for payment of any Taxes, except for those taxes based on the income of HqO.  Customer will not withhold any Taxes from any amounts due HqO.

4.              TERM, TERMINATION

4.1           Term.  Unless earlier terminated in accordance with the terms of this Agreement, the Initial Term of this Agreement will be six (6) months.  Thereafter, unless this Agreement terminates earlier in accordance with the terms of this Agreement, this Agreement will automatically renew for additional one (1) year terms (each, a “Renewal Term” and, together with the Initial Term, the “Term”) unless either party delivers to the other party written notice of the party’s intent not to renew at least sixty (60) days prior to the end of the then-current Term.

4.2           Termination for Breach. In addition to any other remedies it may have, either party may also terminate this Agreement if the other party breaches any of the terms or conditions of this Agreement and fails to cure such breach within thirty (30) days’ notice after receiving notice thereof. Customer will pay in full for the use of the HqO Package up to and including the effective date of the termination, as set forth in the terminating party’s notice of termination.

4.3           Effect of Expiration or Termination.  Except as expressly stated herein, upon expiration or termination of the Agreement, (a) all rights granted hereunder and all obligations of HqO to provide the HqO Package or the Services will immediately terminate, (b) Customer will immediately cease use of the HqO Package; and (c) each party will return or destroy all copies or other embodiments of the other party’s Confidential Information.

4.4           Survival.  Upon expiration or termination of this Agreement, all obligations in this Agreement will terminate, provided that Sections 2.1 (Customer Data), 2.2 (HqO Package), 2.3 (Feedback), 3 (Fees; Payment Terms), 4.3 (Effect of Expiration or Termination), 4.4 (Survival), 5 (Confidentiality), 6 (Representations, Warranties and Disclaimer), 7 (Limitations of Liability), 8 (Indemnification), 9 (General) and 10 (Additional Definitions) will survive.

5.              CONFIDENTIALITY

5.1           As used herein, “Confidential Information” means, subject to the exceptions set forth in the following sentence, any information or data, regardless of whether it is in tangible form, disclosed by or on behalf of either party (the “Disclosing Party”) that the Disclosing Party has either marked as confidential or proprietary, or has identified in writing as confidential or proprietary within thirty (30) days of disclosure to the other party (the “Receiving Party”); provided, however, that a Disclosing Party’s business plans, strategies, technology, research and development, current and prospective customers, billing records, and products or services will be deemed Confidential Information of the Disclosing Party even if not so marked or identified. HqO’s Confidential Information includes, without limitation, the HqO Platform, and the terms of this Agreement.  Customer’s Confidential Information includes, without limitation, the Customer Data, but not the Anonymous Data or Aggregate Data.  Information will not be deemed “Confidential Information” if such information: (a) is known to the Receiving Party prior to receipt from the Disclosing Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (b) becomes known (independently of disclosure by the Disclosing Party) to the Receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; or (c) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the Receiving Party.  Each Receiving Party acknowledges that the Confidential Information constitutes valuable trade secrets and proprietary information of the Disclosing Party, and each Receiving Party agrees that it will use the Confidential Information of the other Disclosing Party solely in accordance with the provisions of this Agreement and it will not disclose, or permit to be disclosed, the same directly or indirectly, to any third party without the Disclosing Party’s prior written consent, except as otherwise permitted hereunder.  Each Receiving Party will use reasonable measures to protect the confidentiality of the Disclosing Party’s Confidential Information.  Either Receiving Party may disclose the Confidential Information of the Disclosing Party as reasonably deemed by the Receiving Party to be required by law (in which case such Receiving Party will provide the Disclosing Party with prior written notification thereof, will provide such the Disclosing Party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law).  Each Receiving Party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure.  In the event of actual or threatened breach of the provisions of this Section 5, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it.  Each Receiving Party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Agreement.

6.              REPRESENTATIONS, WARRANTIES AND DISCLAIMER

6.1           Representations and Warranties.

(a)            Each party represents and warrants to the other party that (i) such party has the required power and authority to enter into this Agreement and to perform its obligations hereunder; (ii) the execution of this Agreement and performance of its obligations thereunder do not and will not violate any other agreement to which it is a party; and (iii) this Agreement constitutes a legal, valid and binding obligation when signed by both parties.

(b)            In addition, HqO represents and warrants to Customer that it uses industry standard methods to detect and prevent viruses and any third party software routines designed to permit unauthorized access, disable or erase software, hardware or data, or perform any other similar actions that may be present in the Products and correct or remove such viruses and subroutines.

6.2           Disclaimer.  EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE HQO PACKAGE IS PROVIDED ON AN “AS-IS” BASIS AND HQO DISCLAIMS ANY AND ALL WARRANTIES.  EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER.  ALL OTHER EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW.  EXCEPT AS EXPRESSLY SET FORTH HEREIN, EACH PARTY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT.  NEITHER PARTY WARRANTS AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE PRODUCTS OR SERVICES PROVIDED BY SUCH PARTY OR AGAINST INFRINGEMENT.  NEITHER PARTY WARRANTS THAT THE PRODUCTS OR SERVICES PROVIDED BY SUCH PARTY ARE ERROR-FREE OR THAT OPERATION OF SUCH PARTY’S PRODUCTS OR SERVICES WILL BE SECURE OR UNINTERRUPTED.  NEITHER PARTY WILL HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF THE OTHER PARTY TO ANY THIRD PARTY.

7.              LIMITATIONS OF LIABILITY

7.1           Limitation of Liability; Disclaimer of Consequential Damages.  THE PARTIES HERETO AGREE THAT, NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, IN NO EVENT WILL HQO BE LIABLE TO CUSTOMER FOR ANY SPECIAL, INDIRECT, RELIANCE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, LOST OR DAMAGED DATA, LOST PROFITS OR LOST REVENUE, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF HQO HAS BEEN NOTIFIED OF THE POSSIBILITY THEREOF. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, UNDER NO CIRCUMSTANCES WILL HQO’S LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE AGGREGATE FEES PAID AND PAYABLE BY CUSTOMER TO HQO UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.

7.2           Independent Allocations of Risk.  EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES.  EACH OF THESE PROVISIONS WILL APPLY EVEN IF THEY HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

8.              INDEMNIFICATION

8.1           Indemnification by HqO. HqO will (a) defend or settle at its expense any claim, suit or other proceeding brought by a third party (a “Claim”) against Customer or any officer, director, agent, or employee of Customer (“Customer Parties”) that the use of the HqO Package as permitted under this Agreement infringes or conflicts with any copyright or trade secret (except for claims for which HqO is entitled to indemnification under Section 8.2, in which case HqO will have no obligations with respect to such claim) and (b) pay all damages and costs awarded by a court of competent jurisdiction against Customer Parties with respect to such Claim or amounts payable pursuant to a settlement agreed to by HqO.  HqO will have no liability or obligation under this Section 8.1 if the applicable Claim arises in whole or in part from (i) modification of the HqO Package by any party other than HqO without HqO’s express consent; (ii) the combination, operation, or use of the HqO Package with other product(s), data or services where the HqO Package would not by itself be infringing; or (iii) unauthorized or improper use of the HqO Package.  If the use of the HqO Package by Customer has become, or in HqO’s opinion is likely to become, the subject of any claim of infringement, HqO may at its option and expense (A) procure for Customer the right to continue using the HqO Package as set forth hereunder; (B) replace or modify the HqO Package to make it non-infringing so long as the HqO Package has at least equivalent functionality; (C) substitute an equivalent for the HqO Package or (D) if options (A)-(C) are not reasonably practicable, terminate this Agreement and refund any prepaid amounts for unused periods.  This Section 8.1 states HqO’s entire obligation and Customer’s sole remedies in connection with any claim regarding the intellectual property rights of any third party.

8.2           Indemnification by Customer.  Customer will (a) defend or settle at its expense any Claim against HqO or any officer, director, agent, or employee of HqO (“HqO Parties”) arising from use of (i) the HqO Package other than as permitted under this Agreement, or (ii) the Customer Data or Customer’s Brands as permitted under this Agreement, and (b) pay all damages and costs awarded by a court of competent jurisdiction against HqO Parties with respect to such Claim or amounts payable pursuant to a settlement agreed to by Customer.

8.3           Procedure. If a Customer Party or a HqO Party becomes aware of any Claim for which it believes it should be defended under Section 8.1 or Section 8.2, as applicable, such Customer Party or HqO Party will (a) promptly notifies the other party in writing of such Claim; (b) promptly give the other party the sole and exclusive right to control and direct the investigation, preparation, defense and settlement of such Claim with counsel of defending party’s own choosing; provided that the party entitle to the defense under this Section 8 will have the right to reasonably participate, at its own expense, in the defense or settlement of any such Claim; and (c) gives assistance and full cooperation for the defense of same.  Any compromise or settlement of a Claim will require the prior written consent of both parties hereunder, such consent not to be unreasonably withheld or delayed.

9.              GENERAL

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.  Neither party may assign this Agreement or assign or delegate its rights or obligations under the Agreement without the other party’s prior written consent; provided however, that (a) either party may assign this Agreement to an acquirer of or successor to all or substantially all of its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise and (b) Customer may assign this Agreement to a purchaser of the Building without the prior written consent of HqO provided that Customer provides HqO thirty (30) days prior written notice of such assignment.  Any assignment or attempted assignment by either party otherwise than in accordance with this Section 9 will be null and void.  This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.  No agency, partnership, joint venture, or employment is created as a result of this Agreement and a party does not have any authority of any kind to bind the other party in any respect whatsoever.  All notices under this Agreement will be in writing and sent to the recipient’s address set forth in the most recent Order Form and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.  Neither party will, without prior written consent of the other, issue a press release regarding their business relationship.  Notwithstanding anything herein to the contrary, HqO may mention Customer and the relationship between HqO and Customer in HqO’s marketing collateral, website, and other promotional and marketing materials.  Each party will be excused from performance for any period during which, and to the extent that, it is prevented from performing any obligation or service, in whole or in part, as a result of a cause beyond its reasonable control and without its fault or negligence, including, but not limited to, acts of God, acts of war, epidemics, fire, communication line failures, power failures, earthquakes, floods, blizzard, or other natural disasters (but excluding failure caused by a party’s financial condition or any internal labor problems (including strikes, lockouts, work stoppages or slowdowns, or the threat thereof)) (a “Force Majeure Event”).  Delays in performing obligations due to a Force Majeure Event will automatically extend the deadline for performing such obligations for a period equal to the duration of such Force Majeure Event.  Except as otherwise agreed upon by the parties in writing, in the event such non-performance continues for a period of thirty (30) days or more, either party may terminate this Agreement by giving written notice thereof to the other party.  Upon the occurrence of any Force Majeure Event, the affected party will give the other party written notice thereof as soon as reasonably practicable of its failure of performance, describing the cause and effect of such failure, and the anticipated duration of its inability to perform. This Agreement will be governed by the laws of the Commonwealth of Massachusetts without regard to its conflict of laws provisions.  For all disputes relating to this Agreement, each party submits to the exclusive jurisdiction of the state and federal courts located in Boston, Massachusetts and waives any jurisdictional, venue, or inconvenient forum objections to such courts. Customer may not provide access to the HqO Package to any person or entity that is (a) identified on the Specially Designated Nationals List or Foreign Sanctions Evaders List of the Office of Foreign Assets Control, U.S. Department of the Treasury, as amended from time to time; (b) located in Cuba, Iran, North Korea, Sudan, Syria, or any other country that is subject to U.S. economic sanctions prohibiting such access; or (c) otherwise unauthorized to have such access under any law or regulation of the United States or any non-U.S. authority of competent jurisdiction.

10.           ADDITIONAL DEFINITIONS

For purposes of this Agreement the following terms have the following meanings:

Authorized Users” means employees or contractors of a Tenant who download the HqO Mobile App from a mobile application store (e.g., the Apple App Store and Google Play) through which HqO makes the HqO Mobile App available and, in connection with such download, agrees by means of a click-through agreement, to HqO’s standard end user terms and conditions for such HqO Mobile App and the applicable functionality of the HqO Platform.

Building” means the building at the address specified on the applicable Order Form.

Customer” means the customer identified in the Order Form.

Effective Date” means the effective date identified in the Order Form.

Initial Term” means six (6) months from the Effective Date.

Premium Features” means features of the HqO Tenant Engagement Platform that HqO makes generally available to all customers of the HqO Tenant Engagement Platform for fees in addition to the fees that it charges for the Standard Features.

Services” means the implementation, activation technical support, promotional, consulting and other services described in the applicable Order Form.

Standard Features” means the standard features made available to all customers of the HqO Tenant Engagement Platform with respect to (a) information regarding the Building, onsite amenities, onsite retail stores, company directories, and commuter information, (b) Building announcement push notifications and messaging, (c) information regarding local attractions or promotions (for example, in relation to fitness, health and wellness, food and beverage, and convenience), (d) event listings and functionalities related to local and Building-specific events, and (e) in-application messaging.

Tenant” means an organization with which Customer has a written lease for office space in the Building that has download the HqO Mobile App from a mobile application store (e.g., the Apple App Store and Google Play) through which HqO makes the HqO Mobile App available and, in connection with such download, agrees by means of a click-through agreement, to HqO’s standard end user terms and conditions for such HqO Mobile App and the applicable functionality of the HqO Platform.