Tenant Authorized Tenant Agreement

These terms and conditions apply to all MANAGEGO (“MG”) services, data, and content (collectively, the “Portal Services”) accessed and used by you (“Tenant”) pursuant to this agreement (“Agreement”).

BY CLICKING THE “I AGREE” BUTTON AT THE END OF THIS AGREEMENT, OR BY OTHERWISE ACCESSING THE PORTAL SERVICES, YOU AGREE TO BE BOUND BY AND BECOME A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MUST CLICK THE “I DO NOT AGREE” BUTTON, AND YOU MAY NOT ACCESS OR USE THE PORTAL SERVICES IN ANY MANNER.

1. Portal Services Grant. MG grants Tenant a limited, personal, non-exclusive, non-transferable, revocable license to access and use the Portal Services and related documentation or help material provided therewith (“Documentation”), for Tenant’s personal use only, and to enable Tenant to pay rent and other fees via the Portal Services. Tenant acknowledges and agrees that its right to access and use the Portal Services and Documentation is subject to this Agreement, and the Portal Services issuing Tenant a user ID and password (collectively “ID”). Tenant is responsible for all activities which are conducted with Tenant’s ID. In order to access and use certain features of the Portal Services, Tenant will have to complete and provide certain requested information and authorizations depending upon Tenant’s preferences and proposed means of payment of Rent.

2. Termination. This Agreement and the license granted herein shall automatically terminate upon the expiration or termination of MG’s agreement with the Property Manager or Landlord for Tenant’s property. MG may terminate this Agreement in its discretion with or without notice. Without prejudice to any other rights MG possesses, MG may also restrict, suspend or terminate Tenant’s right to access or use the Portal Services, or part thereof. Upon termination of the Agreement, all rights and licenses granted to Tenant will terminate.

3. Proprietary Rights. Title to, ownership of, and all intellectual property rights in, the Portal Services and Documentation shall remain in X. Tenant acknowledges such ownership and intellectual property rights and will not take any action to jeopardize, impair, or interfere in any manner with MG’S ownership of or rights with respect to the Portal Services and Documentation. The Portal Services and Documentation are protected by copyright and other intellectual property laws and by international treaties. The license granted under this Agreement gives Tenant no title or ownership to such rights. Tenant shall not copy or disclose the Portal Services, Documentation or parts thereof to any third parties. As between Tenant and MG, all data and content Tenant loads to the Portal Services through the normal and intended use of the Portal Services as licensed herein is owned by Tenant (“Tenant Data”). Tenant hereby grants to MG a worldwide, royalty-free, fully-paid, and non-exclusive license to store, replicate, back-up, catalog, cross-reference, make derivative works of, and otherwise manage, use, process, output and maintain, any and all Tenant Data.

4. Warranty And Disclaimer Of Warranty. MG represents that it is the owner of or otherwise has the right to license the Portal Services and Documentation to Tenant pursuant to this Agreement. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 4, THE PORTAL SERVICES AND THE DOCUMENTATION, AND ALL PARTS THEREOF INCLUDING ALL SOFTWARE, TANGIBLES OR INTANGIBLES, ARE PROVIDED “AS IS AND AS AVAILABLE”, AND “MG” MAKES NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD-PARTY RIGHTS, OR WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE IN TRADE, OR THAT THE PORTAL SERVICES OR DOCUMENTATION WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE, OR THAT THEY ARE SUITABLE FOR THE PARTICULAR NEEDS OF THE USER, COMPANY OR ANY THIRD PARTY. THE DISCLAIMERS OF WARRANTY CONTAINED IN THIS SECTION 4 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.

5. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL “MG” BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED INCLUDING, WITHOUT LIMITATION, THE USE, INTERRUPTION OR DELAY, LOSS OR INABILITY TO USE THE PORTAL SERVICES, CLAIMS BASED UPON LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF DATA, losses resulting from THE PORTAL SERVICES FAILURE, MALFUNCTION, shutdown, failure to accurately transfer, read or transmit information, OR failure to update or provide correct information, system incompatibility or providing incorrect compatibility information, or breaches in system security. “MG” IS NOT RESPONSIBLE FOR AND SHALL NOT HAVE ANY LIABILITY ARISING FROM, THE USER DATA INCLUDING WITHOUT LIMITATION THAT THE USER DATA WAS ACCESSED BY OR DISCLOSED TO A THIRD PARTY. IN NO EVENT SHALL MG’S ENTIRE LIABILITY UNDER THIS AGREEMENT EXCEED THE FEES PAID BY COMPANY FOR USER’S LICENSE TO THE PORTAL SERVICES FOR THE ANNUAL PERIOD IMMEDIATELY PRECEDING THE CLAIM. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN LIABILITY, IN SUCH JURISDICTIONS THE LIABILITY OF “MG” SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. THE LIMITATIONS OF LIABILITY CONTAINED IN THIS SECTION 5 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.

6. Indemnification. Tenant will indemnify, defend and hold harmless MG and its agents, representatives, employees, officers, directors, stockholders, partners, principals, members, managers and affiliates from and against any action, suit, proceeding, claim, judgment, settlement, damage, liability, loss, injury, cost or expense, including, without limitation, reasonable attorney fees, arising out of or relating to (i) any breach of the Agreement, (ii) the Tenant Data including any claim that the Tenant Data infringes the intellectual property or other rights of a third party or otherwise violates any applicable law, rule or regulation, or (iii) Tenant’s possession, access or use of the Portal Services or Documentation, or part thereof. Tenant’s indemnification obligations pursuant to this Section 6 shall survive the termination of this Agreement.

7. Service Protection And Restrictions. Tenant will not nor attempt to, nor permit or assist any other person or entity to or attempt to: (i) sublicense, assign, or transfer any rights to the Portal Services except as expressly provided for in this Agreement; (ii) modify, disassemble, decompile or reverse engineer the Portal Services or any part thereof, including, software, or data of another person or entity; (iii) copy or reproduce the Portal Services or any part thereof; (iv) access or use any other user’s data through the Portal Services; (v) breach any security measure provided by the Portal Services; (vi) damage or misappropriate any aspect of the Portal Services or data contained on the Portal Services; (vii) spam or otherwise engage in like unproductive use of the Portal Services; (vii) prevent or maliciously reduce or impair the accessibility of Portal Services; or (ix) copy or use the Documentation or part thereof in any manner other than as permitted herein.

8. MISCELLANEOUS

8.1 This Agreement will be governed by the laws of the State of New York without reference to its rules governing choice of laws. The United Nations Convention on the International Sale of Goods shall have no application to this Agreement. Any action relating to this Agreement must be brought in the federal or state courts located in New York, New York, and Tenant irrevocably consents to the jurisdiction of such courts. Any action arising out of or relating to this Agreement brought by Tenant must be commenced within one (1) year after the cause of action arose. If any provision of this Agreement is determined to be invalid under any applicable statue or rule of law, it is to that extent to be deemed omitted, and the balance of the Agreement shall remain enforceable. The section headings used herein are for reference and convenience only and shall not enter into the interpretation hereof. Tenant may not assign this Agreement without MG’s prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and permitted assigns. MG’s failure to enforce Tenant’s strict performance of any provision of this Agreement will not constitute a waiver of MG’s right to subsequently enforce such provision or any other provision of this Agreement. MG may modify or amend this Agreement at any time, and such modifications and amendments shall be effective and binding upon Tenant, upon their posting to the Portal Services. Posting of the modifications and amendments will constitute notice to Tenant. Tenant agrees to review this Agreement periodically, and Tenants continued access and use of the Portal Services shall be deemed to be Tenant’s acceptance of any modifications or amendments.

8.2 Notice.

Notices to MANAGEGO should be sent by mail to:

MANAGEGO

Att: Portal Services

43 W 33RD Street. Suite 202

New York, NY 10001