These Master Terms and Conditions (the “Master Terms and Conditions”) are entered into as of the effective date set forth on the applicable Order Form (the “Effective Date”) by and between Stanza Space Incorporated, a Delaware corporation (“Stanza”) and the entity listed on the signature page of the applicable Order Form (the “Customer”). In the event of a conflict between these Master Terms & Conditions and any Order Form, such Order Form shall govern.

BACKGROUND

Capitalized terms used without definition will have the meanings set forth in Section 11 (Additional Definitions).

Subject to the terms and conditions of this Agreement, Stanza will make available to Customer and its Authorized Users its Internet-based tenant engagement and experience and office marketplace platform as a service (the “Stanza Platform”) and related web and mobile apps, each in object code format only (the “Stanza Web App” and “Stanza Mobile App”, respectively) and together with the Stanza Platform, the “Stanza Service”), that provide the features and modules of the Stanza Platform identified in the applicable Order Form. The Stanza Service may include custom content developed by Stanza at the request of Customer and will include any updates to the features and modules purchased by Customer that are made generally available by Stanza to its customers at no additional charge, but excludes any separate features, modules or additional functionality or services that are made available by Stanza for an additional charge. The Stanza Service and any Technical Services identified in an Order Form are collectively referred to in these Master Terms and Conditions as the “Stanza Technology”.

1. SCOPE; GRANT OF RIGHTS.

1. Master Agreement. From time to time, Customer or one of its Affiliates (each, including Customer, a "Customer Entity") may request from Stanza the provision of Stanza Technology. After the applicable Customer Entity and Stanza agree on the terms and conditions relating to the provision of such Stanza Technology, they will execute an Order Form, and the Customer Entity identified in such Order Form will constitute the “Customer” hereunder. Each Order Form will expressly reference these Master Terms and Conditions and will contain, at a minimum, the Stanza Technology ordered, applicable fees, Building details, and the Initial Term (as defined below) of the Agreement. These Master Terms and Conditions are hereby incorporated by reference into each Order Form that references these Master Terms and Conditions to create a separate agreement between Stanza and the applicable Customer Entity and Stanza (such agreement, the “Agreement”). Unless otherwise indicated herein, a reference to a “party” or “parties” in these Master Terms and Conditions is a reference to Stanza and/or Customer under the applicable Agreement.

2. Stanza Service.

1. Access to the Stanza Service. Subject to the terms and conditions of this Agreement, Stanza grants hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable (except as set forth in Section 10.2 (Assignment; Subcontractors)) right during the Term (as defined below) to access and use the Stanza Service solely in connection with Customer’s internal business operations related to the Building.

2. Customer-Branded Experience. On the Order Form, Customer has elected whether or not the Stanza Service to be used for the Building will have a Customer-Branded Experience (as defined below). If Customer elects to have a Customer-Branded Experience, Stanza will rebrand the Stanza Service as a private-labeled service using only Customer’s brands, except that Stanza may include in the private-labeled Stanza Mobile App attribution of Stanza, such as “powered-by Stanza” (“Customer-Branded Experience”). In such case, Customer hereby appoints Stanza as its agent for the limited purpose of establishing, maintaining and (upon expiration or termination of this Agreement) terminating developer accounts with, and removing the Stanza Mobile App from, the Mobile Application Stores (e.g., Apple and Google) in Customer’s name.

3. Authorized User Rights. Use of the Stanza Service by an Authorized User is governed by Stanza’s (a) standard end user terms and conditions, the current version of which is made available at https://stanza.space/legal/terms-and-conditions (the “Stanza Terms”); and (b) standard privacy policy, the current version of which is made available at https://stanza.space/legal/privacy-policy (“Stanza Privacy Policy”). The Stanza Terms and Stanza Privacy Policy are made available in connection with the access and use of the Stanza Web App and download, installation, and use of the Stanza Mobile App. Customer is responsible for the acts and omissions of Authorized Users who are employees, contractors or other agents of Customer. Stanza reserves the right to update or modify the Stanza Terms and Stanza Privacy Policy at any time.

4. Rights Regarding Customer Content and Customer-Branded Experience. Subject to the terms and conditions of this Agreement:

1. Stanza may use the brands (including logos) and content that Customer makes available to Stanza (collectively, the “Customer Content”) to customize the Stanza Service for Customer. Customer hereby grants to Stanza, and Stanza hereby accepts, a non-exclusive, non-transferable (except as set forth in Section 10.2 (Assignment; Subcontractors)), paid-up, royalty-free, sublicensable license to copy, use, display, distribute, modify and create derivative works of the Customer Content to brand and make available the Stanza Service for the purpose of providing the Stanza Service under this Agreement; and

2. in the case of a Customer-Branded Experience, Stanza hereby grants to Customer, and Customer hereby accepts, a non-exclusive, non-transferable (except as set forth in Section 11.2 (Assignment; Subcontractors)), non-sublicensable license to distribute the Stanza Mobile App, private-labeled in accordance with Section 1.2(b) (Customer-Branded Experience), through the Mobile Application Stores to Authorized Users.

5. Limitations. The following limitations and restrictions will apply to the use of the Stanza Technology:

1. Customer will not provide access to the Stanza Technology to any person who is not an Authorized User.

Except as expressly permitted hereunder, Customer will not and will not permit or authorize any Authorized User 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 Stanza Technology; (ii) modify, translate or create derivative works based on any of the Stanza Technology; (iii) copy, rent, lease, distribute, pledge, assign or otherwise transfer or allow any lien, security interest or other encumbrance on any of the Stanza Technology; (iv) hack, manipulate, interfere with or disrupt the integrity or performance of or otherwise attempt to gain unauthorized access to any of the Stanza Technology or its related systems, hardware or networks or any content or technology incorporated in any of the foregoing; (v) use the Stanza Technology to build any product or service that is competitive with any Stanza product or service; or (vi) remove or obscure any proprietary notices or labels of Stanza, its Affiliates or its licensors.

2. OWNERSHIP; RESERVATION OF RIGHTS.

1. Customer Data. As between Customer and Stanza, Customer owns the Customer Data. Customer hereby grants to Stanza a non-exclusive, worldwide, transferable, sublicensable, fully paid-up, royalty-free license to copy, distribute, display, create derivative works of and use the Customer Data to (a) provide the Stanza Service; (b) create and compile Deidentified Data; (c) derive and generate Usage Data; and (d) process and use Deidentified Data and Usage Data for its business purposes, such as (i) to track use of the Stanza Technology for billing purposes; (ii) to provide support; (iii) to monitor the performance and stability of the Stanza Service; (iv) to prevent or address technical issues with the Stanza Service; (v) to improve the Stanza Technology, its other products and services, and to develop new products and services; and (vi) for all other lawful business practices, such as analytics, benchmarking and reports. For clarity, Deidentified Data and Usage Data do not include Customer Data. Customer reserves any and all right, title and interest in and to the Customer Data other than the licenses therein expressly granted to Stanza under this Agreement.

2. Stanza Technology Ownership. Subject to the rights and licenses granted in Section 1 (Scope; Grant of Rights), as between the parties, Stanza retains all rights, title and interest in and to the Stanza Technology and any other materials provided by Stanza to Customer under this Agreement, all copies or parts thereof (by whomever produced) and all intellectual property rights therein. Other than the rights and licenses granted to Customer in Section 1 (Scope; Grant of Rights), Stanza grants no, and reserves any and all, rights in the Stanza Technology. Customer will not remove, obscure, or alter any intellectual property rights notices relating to Stanza Technology.

3. Feedback. Customer may elect from time to time to provide suggestions or comments regarding enhancements or functionality or other feedback to Stanza with respect to the Stanza Technology or other of Stanza’s products or services (“Feedback”). Stanza 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 Stanza a royalty-free, fully paid-up, worldwide, transferable, sublicensable (directly and indirectly through multiple tiers of distribution), 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 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.

4. Stanza Responsibilities. Stanza will provide technical support to Customer for issues and questions arising from the operation of the Stanza Service as described in the Order Form. Stanza will implement and maintain administrative, physical and technical safeguards to prevent collection, use or disclosure of, or access to Customer Data that this Agreement does not expressly authorize. Notwithstanding anything to the contrary in this Agreement. Stanza will not be obligated to make the Stanza Technology available to any Authorized Users prior to such user’s agreement to the Stanza Terms and the Stanza Privacy Policy.

5. Customer Responsibilities. Customer is solely responsible for all of Customer’s activity in connection with the Stanza Technology and all activity associated with the Authorized User accounts provisioned to Customer, including but not limited to uploading Customer Data onto the Stanza Service. Customer shall (a) promptly notify Stanza of any unauthorized access or use of the Stanza Technology, and (b) only use Stanza Technology in accordance with the documentation, applicable laws and regulations and the terms of this Agreement.

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

3. FEES; PAYMENT TERMS.

1. Fees; Payment Terms. Customer will pay Stanza such fees as indicated on the Order Form. 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 applicable law and Customer will pay all reasonable expenses of collection. In addition, if any payment is past due, Stanza may suspend access to the Stanza Technology until such payment is made. At its discretion, Stanza may increase the pricing stated on the Order Form for any Renewal Term (as defined below) upon giving Customer at least sixty (60) days’ notice (which may be sent by email) prior to the end of the then-current Initial or Renewal Term.

2. Net of Taxes. All amounts payable by Customer to Stanza hereunder are exclusive of any sales, use and other taxes or duties, however designated, including withholding taxes, 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 Stanza. Customer will make all payments to Stanza under this Agreement without any deduction and withholding for or on account of any Taxes (“Tax Withholding”), unless a Tax Withholding is required by applicable law. If a Tax Withholding is required by applicable law, then (a) where such Tax Withholding relates to any Taxes, except for those taxes based on the income of Stanza, the relevant amount payable by Customer hereunder will be increased to the amount that would, following any required Tax Withholding, result in Stanza receiving the amount that would have been received if no Tax Withholding were required; (b) Customer will, promptly upon becoming aware that it must make a Tax Withholding (or that there is any change in the rate or the basis of a Tax Withholding), notify Stanza in writing; and (c) Customer will timely remit the amount of such Tax Withholding to the appropriate taxing authorities. Customer will use commercially reasonable efforts to mitigate, reduce, or eliminate any Tax Withholdings (including by taking advantage of any reduced rate of tax provided for by any applicable international agreement for the avoidance of double taxation then in force).

4. TERM, TERMINATION.

1. Term.

1. Master Terms and Conditions. The term of these Master Terms and Conditions will begin on the Effective Date and continue until terminated in accordance with Section 4.2(b) (Termination of Master Terms and Conditions).

2. Agreement. Unless earlier terminated in accordance with the terms of this Agreement, the Initial Term of this Agreement will be as set forth on the Order Form. Thereafter, unless this Agreement terminates earlier in accordance with the terms of this Agreement, this Agreement will automatically renew for additional one (1) year term at the current List Rate (shall mean the non-discounted Stanza subscription rate, “List Rate”)  at the date of renewal (each, a “Renewal Term” and, together with the Initial Term, the “Term”) unless otherwise agreed to by both parties. In the event of a price increase, the Company will provide sixty (60) days written notice prior to the expiration of the Term. In no event shall the renewal rate be less than the current rate as set forth in the Order Form.  Either party may deliver to the other party written notice of the party’s intent not to renew at least thirty (30) days prior to the end of the then-current Term. 

2. Termination.

1. Termination of Agreement for Breach. In addition to any other remedies it may have, either party may 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 after receiving written notice thereof. Customer will pay in full for the use of the Stanza Technology up to and including the effective date of the termination, as set forth in the terminating party’s notice of termination.

2. Termination of Master Terms and Conditions. Any termination of an Agreement will not affect these Master Terms and Conditions. These Master Terms and Conditions (but not an Agreement into which these Master Terms and Conditions are incorporated) may only be terminated, for any reason or no reason, by Stanza or Customer upon thirty (30) days’ written notice to the other. For clarity, upon termination of these Master Terms and Conditions (i) any then-existing Agreements will continue in accordance with their terms and conditions and (ii) the effect of the termination of these Master Terms and Conditions pursuant to this Section 4.2(b) (Termination of Master Terms and Conditions) will be to preclude entry into future Agreements between Stanza and any Customer Entity pursuant to these Master Terms and Conditions.

3. Effect of Expiration or Termination.

1. In the case of a Customer-Branded Experience, immediately upon the effective date of expiration or termination of this Agreement, Stanza (acting as Customer’s agent in accordance with Section 1.2(b) (Customer-Branded Experience)) will remove the Stanza Mobile App from all Mobile Application Stores.

2. Upon any expiration or termination of this Agreement (except for termination by Stanza for Customer’s breach pursuant to Section 4.2(a) (Termination of Agreement for Breach)), upon written request of Customer delivered within 30 days of the effective date of such expiration or termination, Stanza will make the Customer Data available to Customer for download in Stanza’s standard format for 30 days after such request (the “Transition Period”). After the Transition Period, Stanza may, but is not obligated to, in its sole discretion and without delivery of any notice to Customer, delete any Customer Data stored or otherwise archived on the Stanza Platform or on Stanza’s network.

3. Except as expressly stated herein, upon expiration or termination of the Agreement, (i) all rights granted hereunder and all obligations of Stanza to provide the Stanza Technology will immediately terminate, (ii) Customer will immediately cease use of the Stanza Technology; and (iii) each party will return or destroy all copies or other embodiments of the other party’s Confidential Information.

4. Survival. All provisions of this Agreement that by their nature should survive termination shall survive termination, including without limitation accrued payment obligations, confidentiality obligations, ownership provisions, warranty disclaimers, indemnification obligations and limitations of liability.

5. CONFIDENTIALITY.

1. Definition of Confidential Information. The parties acknowledge and agree that each party (the “Receiving Party”) may have access to certain confidential information (“Confidential Information”) of the other party (the “Disclosing Party”). “Confidential Information” means all information provided by the Disclosing Party to the Receiving Party hereunder that is (a) proprietary and/or non-public information related to the business activities of the Disclosing Party, its subsidiaries, and its affiliates, including any business plans, strategy, pricing, or financial information; (b) the terms of this Agreement; and/or (c) any other information that is designated as confidential by the Disclosing Party. Confidential Information of Stanza shall also include the Stanza Service, Deidentified Data, Usage Data and User Data, and Confidential Information of Customer shall also include Customer Data. Confidential Information does not include any information that is or was, at the time of the disclosure: (i) generally known or available to the public; (ii) rightfully disclosed to the Receiving Party by a third party; (iii) already in Receiving Party’s possession prior to the date of receipt from Disclosing Party without restriction; or (iv) independently developed by the Receiving Party without reference to or use of Disclosing Party’s Confidential Information, provided in each case that such information was not obtained by the Receiving Party as a result of any unauthorized or wrongful act or omission, or breach of this Agreement, or breach of any legal, ethical or fiduciary obligation owed to the Disclosing Party. 

2. Use and Disclosure of Confidential Information. The Disclosing Party’s Confidential Information constitutes valuable trade secrets and proprietary information of the Disclosing Party. Each Receiving Party will use the Confidential Information of the Disclosing Party solely in accordance with the provisions of this Agreement and 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. Notwithstanding any provision of this Agreement, the Receiving Party may disclose the Disclosing Party’s Confidential Information, in whole or in part, to the Receiving Party’s employees, officers, directors, consultants, and contractors who have a need to know and are legally bound by written agreements imposing confidentiality and nonuse obligations with respect to such Confidential Information no less restrictive than those set forth in this Section 5 (Confidentiality).

3. Other. 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, each to the extent permitted by applicable law). In the event of actual or threatened breach of the provisions of this Section 5 (Confidentiality), 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.

1. Representations and Warranties. Each party represents and warrants to the other party that (i) such party has the required corporate power and authority to enter into this Agreement; (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.
   
   

2. Disclaimer. EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN SECTION 6.1 (REPRESENTATIONS AND WARRANTIES), THE PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND TITLE. STANZA DOES NOT WARRANT THAT THE STANZA SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE STANZA SERVICE. STANZA, ITS AFFILIATES AND ITS LICENSORS ARE NOT RESPONSIBLE FOR ANY ACTIONS TAKEN (INCLUDING CONFIGURATION OF THE STANZA SERVICE) BASED ON INFORMATION PROVIDED BY OR ON BEHALF OF CUSTOMER (INCLUDING BY ANY AUTHORIZED USER). 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. THIRT-PARTY SERVICES.

   
   

   Customer acknowledges and agrees that the Stanza Service may operate on, with or using application programming interfaces (APIs) and/or other services operated or provided by third parties (collectively, “Third-Party Services”), including without limitation through integrations or connectors to such Third-Party Services that are provided by Stanza. Except as expressly provided in this Agreement, Stanza is not responsible for the operation of any Third-Party Services nor the availability or operation of the Services to the extent such availability and operation is dependent upon Third-Party Services. Stanza does not make any representations or warranties with respect to Third-Party Services or any third-party providers.

   
   

8. LIMITATIONS OF LIABILITY.

1. Limitation of Liability. THE PARTIES HERETO AGREE THAT, NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, IN NO EVENT WILL STANZA AND ITS AFFILIATES AND SERVICE PROVIDERS 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 STANZA HAS BEEN NOTIFIED OF THE POSSIBILITY THEREOF. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT AND SUBJECT TO APPLICABLE LAWS, UNDER NO CIRCUMSTANCES WILL THE LIABILITY OF STANZA, ITS AFFILIATES AND ITS LICENSORS FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT (INCLUDING 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 STANZA 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.

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.

9. INDEMNIFICATION.

1. Indemnification. Each party (“Indemnitor”) shall indemnify, defend and hold harmless the other party, its affiliates and each of its and its affiliates’ employees, contractors, directors, suppliers and representatives (collectively, the “Indemnitee”) from and against all liabilities, claims, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys’ fees) (“Losses”) that arise from or relate to any claim that (a) in the case of Customer as Indemnitor, the Customer Data or Customer’s use of the Stanza Service infringes, violates, or misappropriates any third-party intellectual property, proprietary or contractual right or violates any applicable law; or (b) in the case of Stanza as Indemnitor, the Stanza Service infringes, violates, or misappropriates any third-party intellectual property or proprietary right. The foregoing obligations of Stanza do not apply with respect to the Stanza Service or any information, technology, materials or data (or any portions or components of the foregoing) to the extent (i) not created or provided by Stanza (including without limitation any Customer Data); (ii) made in whole or in part in accordance to Customer specifications; (iii) modified after delivery by Stanza; (iv) combined with other products, processes or materials not provided by Stanza (where the alleged Losses arise from or relate to such combination); (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement; or (vi) Customer’s use of the Stanza Service is not strictly in accordance herewith.

2. Indemnification Procedures. Each Indemnitor’s indemnification obligations hereunder shall be conditioned upon the Indemnitee providing the Indemnitor with: (i) prompt written notice of any claim (provided that a failure to provide such notice shall only relieve the Indemnitor of its indemnification obligations if the Indemnitor is materially prejudiced by such failure); (ii) the option to assume sole control over the defense and settlement of any claim (provided that the Indemnitee may participate in such defense and settlement at its own expense); and (iii) reasonable information and assistance in connection with such defense and settlement (at the Indemnitor’s expense).

10. GENERAL.

1. Severability. 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.

2. Assignment; Subcontractors. A party to either these Master Terms and Conditions or this Agreement may not assign the applicable agreement (i.e., these Master Terms and Conditions or the applicable Agreement) without the prior written consent of the other party; provided however that a party may assign the applicable agreement without the prior written consent of the other party to an acquirer of or successor to all or substantially all of such party’s business or assets to which the applicable agreement relates. Further, Customer may assign this Agreement to a purchaser of the Building without the prior written consent of Stanza; provided however that Customer provides Stanza thirty (30) days’ prior written notice of such assignment and assignee agrees in writing to be bound by all of Customer’s obligations under this Agreement. Any assignment or attempted assignment by either party not in accordance with this Section 10.2 (Assignment; Subcontractors) will be null and void. Stanza may use subcontractors in delivering the Stanza Services.

3. Entire Agreement; Waiver. 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. All waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.

4. Relationship. 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.

5. Notices. All notices under this Agreement will be sent via email. All notices to Stanza must be sent to info@stanza.space, and all notices to Customer must be sent to the email address set forth in the applicable Order Form, or in each case, at such other email address as may be given in writing by either party to the other in accordance with this Section 10.5 (Notices).

6. Publicity. Neither party will, without prior written consent of the other, issue a press release regarding their business relationship or, in the case of Customer, any business relationship between its Affiliates and Stanza. Notwithstanding anything herein to the contrary, Stanza may mention Customer in Stanza’s marketing collateral, website, and other promotional and marketing materials.

7. Force Majeure. 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 acts of God, acts of war, epidemics, pandemics, 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, such as 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 in writing by the parties, 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.

8. Governing Law; Venue. This Agreement will be governed by the laws of the State of Utah 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 Salt Lake City, Utah and waives any jurisdictional, venue, or inconvenient forum objections to such courts.

9. Changes to these Master Terms and Conditions. Stanza reserves the right, in its sole discretion, to update, change or replace any part of these Master Terms and Conditions. The most current version of these Master Terms and Conditions will be posted on the Stanza Service and it is Customer’s responsibility to check the Stanza Service periodically for changes. If the changes include material changes that affect Customer’s rights or obligations, Stanza will notify Customer of the changes by reasonable means, which could include notification through the Stanza Service or via email. Customer’s continued use of the Stanza Service following the effective date of any changes to these Master Terms and Conditions constitutes acceptance of those changes. If Customer does not agree to the new Master Terms and Conditions, then Customer may not use the Stanza Service.

10. Export Control. Customer may not provide access to the Stanza Technology 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.

11. Headings; Interpretation. The headings and captions used in these Master Terms and Conditions are used for convenience only and are not to be considered in construing or interpreting this Agreement. All uses in this Agreement of “including” and similar terms will be interpreted to mean “including without limitation.”

12. Counterparts. These Master Terms and Conditions may be executed in two or more counterparts, each of which will be deemed an original, and such counterparts will together constitute one and the same instrument.

11. ADDITIONAL DEFINITIONS.

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

“Affiliate” means any entity that controls, is controlled by, or is under common control with Customer. “Control” means the direct or indirect ownership of more than fifty percent (50%) of the voting securities of an entity or possession of the right to vote more than fifty percent (50%) of the voting interest in the ordinary direction of the entity’s affairs.

"Authorized User” means an individual person that: (a) is authorized by Customer to use the Stanza Service; (b) is at least eighteen (18) years old; and (c)(i) has downloaded the Stanza Mobile App from a Mobile Application Store through which Stanza or, in the case of a Customer-Branded Experience, Customer makes the Stanza Mobile App available, and (ii) in connection with such download, has agreed by means of a click-through agreement, to the Stanza Terms and the Stanza Privacy Policy.

“Building” means the building(s) at the address(s) specified on the Order Form.

“Customer” means the Customer Entity identified in the Order Form.

“Customer Data” means the data and information collected and managed via the Stanza Technology under this Agreement, other than data and information received from any third-party sources. Customer Data does not include User Data (which is licensed directly to Stanza by Authorized Users pursuant to the Stanza Terms and Stanza Privacy Policy).

“Deidentified Data” means Customer Data that has been deidentified or aggregated with other data such that the resulting data no longer reasonably identifies Customer or a specific individual.

“Force Majeure Event” has the meaning set forth in Section 11.7 (Force Majeure).

“Initial Term” means the initial term of this Agreement as described in the Order Form.

“Mobile Application Stores” means the Apple App Store and Google Play and any other applicable mobile application stores.

"Order Form” means the Stanza Service Order Form that is signed by Stanza and Customer and expressly references these Master Terms and Conditions.

“Stanza Service” has the meaning set forth in the Background section of these Master Terms and Conditions.

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

“Usage Data” means information generated from the use of the Stanza Technology, such as technical logs, data, and learnings about Customer’s or an Authorized User’s use of the Stanza Technology, which does not identify Customer, Authorized Users or any other specific individual, and which excludes any identifiable Customer Data.

“User Data” means data provided by Authorized Users in connection with using the Stanza Service.