Terms & Conditions
Revised and posted as of October 23, 2025
Customer Terms & Conditions
This document describes the relationship between HIO, Inc., a Virginia corporation, ("HIO" or "Company") and the customer identified below ("Customer"). The document, entitled "Terms and Conditions" (the "Terms"), describes and sets forth the general legal terms governing the relationship between the parties (collectively, the "Agreement"). This Agreement will become effective when the Order Form is executed by authorized representatives of both parties (the "Effective Date"). Your use of the HIO Application is also subject to Our Privacy Policy available here (the "Privacy Policy").
A. Definitions
"Access Protocols" means the passwords, access codes, technical specifications, connectivity standards or protocols, or other relevant procedures, as may be necessary to allow Customer or any Users to access the Application.
"Affiliate" means any person, firm, corporation, association, organization, or unincorporated trade or business that, now or hereafter, directly or indirectly, controls, is controlled by, or is under common control with the Customer, including without limitation, any service corporation of the Customer.
"Application" means all technology and/or other intellectual property (including software, hardware, data, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to Customer by HIO in connection with providing the Services and all improvements, innovations, derivative works based on the foregoing.
"Customer Data" means any data, information, or material, in any form or medium, that is collected, downloaded or otherwise received, directly or indirectly, from You or Users by or through or for providing and improving the Services.
"Current Resident" means members of the public who are named on the lease of a Customer property.
"HIO Staff Support" means the feature of the Services that utilizes email or SMS to communicate with Customer's employees when responding to employee inquiries.
"HIO Resident Support" means the feature of the Services that utilizes email or SMS to communicate with Customer's Current Residents when responding to Current Resident inquiries.
"HIO Web Portal" means the feature of the Services that allows Customer's Application Administrators to manage users, see analytics on Service usage and update the model's answers.
"Onboarding Fee" shall have the meaning given such term in the chart set forth in the relevant Order Form.
"Initial Term" and "Renewal Term" shall have the meanings given such terms in the chart set forth in the relevant Order Form.
"Model(s)" means the large language models that have been trained on Customer Data to respond to User's inquiries.
"Onboarding Activities" means the Services associated with the implementation of the Services for your particular Order.
"Order Form" means the writing which identifies the Services ordered by Customer from HIO pursuant to this Agreement, including but not limited to cost, time, schedule and any other terms and conditions agreed to by the Parties, as shall be amended by the Parties from time to time pursuant to its terms. Order Form No. 1 is attached hereto, and the Parties may from time to time enter into subsequent Order Forms memorializing subsequent business arrangements, which when duly executed and delivered by both Parties shall become part of this Agreement. In the event of a conflict between the terms and conditions of this Agreement and any Order Form, the terms and conditions of this Agreement will govern, except to the extent that the Order Form expressly states that it supersedes specific language in the Agreement.
"Professional Services" means professional services provided by HIO to Customer as described in any Order Form (as may be further elaborated in any statement of work), including without limitation, services relating to technical implementations that enable Customer to access HIO's technology.
"Prospective Residents" means members of the public who inquire about a Customer property.
"Services" means HIO's Resident Support Service and Staff Support Service, together with other services under this Agreement as set forth in an Order Form provided by HIO to Customer pursuant to this Agreement.
"Subscription Fee" shall have the meaning given such term in the chart set forth in the Order Form(s).
"Third Party Claim" means any Claim (as such term is defined below) brought by any party other than You or your Affiliates.
"User(s)" means Your employees, Affiliates, consultants or contractors who are authorized to use the Services, together with any Prospective or Current Residents.
B. Services
B(1) Access. Subject to Customer's payment of the fees set forth in the Order Form ("Fees"), HIO will provide Customer with access to the Application. On or as soon as reasonably practicable after the Effective Date HIO will provide to Customer the necessary passwords, security protocols and policies to allow Customer and its Users to access the Application in accordance with the Access Protocols. Customer will use commercially reasonable efforts to prevent unauthorized access to, or use of, the Application, and notify HIO promptly of any such unauthorized use known to Customer.
B(2) License Grant and Restrictions. Subject to the terms and conditions of this Agreement, and as more specifically defined in the Order Form(s), HIO hereby grants to Customer and Users, for the duration of the Term (as defined below), a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the Services for Customer's own internal business purposes. In addition, HIO agrees to provide certain additional Services as specified in the Order Form(s). The license granted by HIO to Customer in this Section B(2) will not include any right by Customer to access any object code or source code included in the Services. Customer shall not license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, or otherwise commercially exploit or make available to any third party the Services or any portion thereof, except as expressly authorized in writing by HIO pursuant to a separate reseller, referral, or distribution agreement.
B(3) Support Services. Subject to the terms and conditions of this Agreement, HIO will exercise commercially reasonable efforts to (a) provide support for the use of the Application to Customer, and (b) keep the Application operational and available to Customer.
B(4) Intellectual Property Ownership. As between HIO and Customer, the Application and all intellectual property rights therein or related thereto, including any modifications, improvements, enhancements or upgrades thereto, and all derivative works therefrom, are and shall remain the exclusive property of HIO or its third-party licensors as applicable.
B(5) Customer Data. We acknowledge that, as between HIO and You, You own the Customer Data and reserve all rights in the Customer Data not expressly granted to HIO under this Agreement. You grant to HIO a non-exclusive, perpetual, royalty-free irrevocable, fully paid-up, worldwide license to copy and use the Customer Data as necessary to provide the Services and for HIO to otherwise exercise Our rights and discharge Our obligations under this Agreement and to improve and enhance the Services, subject to and in accordance with all applicable laws relating to data privacy and security, and for no other purpose.
B(6) Open Source Software. Certain items of software may be provided to Customer with the Application that are subject to "open source" or "free software" licenses ("Open Source Software"). Some of the Open Source Software is owned by third parties. The Open Source Software is not subject to the terms and conditions of Sections B(2) or I.
B(7) Hosting. HIO will, at its own expense, host the Application, provided that nothing herein will be construed to require HIO to provide, or bear any responsibility with respect to, any telecommunications or computer network hardware required by Customer or any User to access the Application from the Internet.
B(8) Compliance with Law. Both Parties will comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services.
B(9) Updates and Upgrades. You acknowledge that We will from time to time develop updates and that We may incorporate updates in the Services, and We reserve the right to make such updates without prior notice.
B(10) Use of the Services. You represent, covenant, and warrant that You will use the Services only in compliance with these Terms and Conditions and all applicable law.
C. Fees, Term and Termination
C(1) Fees. In consideration for the access rights granted to Customer and the Services performed by HIO under this Agreement, Customer will pay to HIO the Fees. Fees are billed as particularly described in the relevant Order Form.
C(2) Interest. Any amounts not paid when due will bear interest at the rate of one and one-half percent (1.5%) per month, or the maximum legal rate if less, from the due date until paid.
C(3) Subscription Term; Renewal. This Agreement shall commence as of the Effective Date and shall continue thereafter for the duration of the relevant period set forth in the relevant Order Form.
C(4) Termination. You may terminate this Agreement, in whole or in part, by providing thirty (30) days prior written notice to HIO.
C(5) Effects of Termination. Upon termination of this Agreement for any reason, all rights granted and obligations of the Parties hereunder shall immediately terminate.
D. Customer Content and Responsibilities
D(1) Customer Warranty. Customer represents and warrants that any Customer Content will not infringe any copyright, trademark, or patent; misappropriate any trade secret; or otherwise violate the rights of a third party.
D(2) Customer Responsibility for Data and Security. Customer and its Users will have access to the Customer Content and will be responsible for all changes to and/or deletions of Customer Content and the security of all passwords and other Access Protocols.
E. Professional Services
Where the parties have agreed to HIO's provision of Professional Services, the details of such Professional Services will be set out in an Order Form.
F. Disclaimer of Warranties
THE APPLICATION IS PROVIDED TO USER "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
G. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION OR THE CONTENT AND SERVICES FOR PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES. DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE APPLICATION.
H. Confidentiality
H(1) Confidential Information. "Confidential Information" means any nonpublic information of a party (the "Disclosing Party"), whether disclosed orally or in written or digital media, that is identified as "confidential" or with a similar legend at the time of such disclosure.
H(2) Protection of Confidential Information. The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information of the Disclosing Party, except as expressly permitted under this Agreement.
H(3) Exceptions. The confidentiality obligations will not apply to information that is publicly available, lawfully provided by a third party, already known, or independently developed.
I. Indemnification
Client agrees to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, arising from or relating to client's use or misuse of the Application or client breach of this Agreement.
J. Miscellaneous
J(1) Publicity. Unless a party has specifically notified the other party to the contrary in writing, either party may include the name or logo of the other party in lists of Customers or vendors, as applicable.
J(2) Governing Law and Venue. This Agreement is governed by and construed in accordance with the internal laws of the Commonwealth of Virginia.
J(3) Export. Customer agrees not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from HIO in violation of the United States export laws or regulations.
J(4) Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term.
J(5) Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
J(6) No Assignment. Neither party will assign, subcontract, delegate, or otherwise transfer this Agreement without obtaining the prior written consent of the other party.
J(7) Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of Fees owed) will not be considered a breach of this Agreement if such delay is caused by events beyond the control of such party.
J(8) Notices. All notices required or permitted under this agreement must be delivered in writing, if to HIO, by emailing notice@heyhio.com.
J(9) Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties.