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vlded by this Agreement), time share, modify, reproduce,
<br />copy, make derlva0ve works from, distribute, publish, use to
<br />provide hervlce bureau services, or publicly Ouplay the Li-
<br />wrised Programs. Client msy only Uias the Llcensed Pre
<br />grams for Business purposes. Client may not reverse engl-
<br />neer, decomplle or otherwise attempt to discover the source
<br />coda for the Llcensad Programa, Client rosy not permit any
<br />person or entity to breach lite restrictions In this aactlon 2(b)
<br />(Restrfotfons).
<br />c, Aeormsa to the Site. Yardl w9l use commercially
<br />reasonable efforts to make the Site and lite Licensed Pro-
<br />grams accessible to Deslprisled Users 24 -hours per day, 7
<br />days per week, excluding down Uma for maintenance and
<br />repair, Yard) has standing malntenance/repatribackup hours
<br />from 11:1)0 pm each Saturday to 3:00 am (Pacific Time)
<br />ench Sunday, and nightly Sunday to Friday from 12100 din —
<br />,2:00 am (Pacttic Time), Yardl will provide as much advance
<br />notice 10 011ont as raaaonably poselhra under the aircuma-
<br />taneea for scheduled maintonancefrapnir down time outside
<br />of the aforsmentloned standing hours, and Yardl will use
<br />commercially reasonable efforts to provide as mush notice to
<br />Client as reasonably posal io under the circumstances for
<br />em erg envy maintenancerrepalr downtime,
<br />3. Tal%P1 and Terminarlan,
<br />a. Term. This Agreement will commenoe on the Effec-
<br />tive Date Wremain In effect until terminated in accord w10
<br />this Agreement,
<br />b. Termilro i6n for dornwils= Client May tehrllnato this
<br />Agreemenl without cause and for its convenience upon 30
<br />calendar days prior written notice. Upon a tnrminatlon for
<br />oonvenlenca, Client shall promptly pay any Undlapuled Fees
<br />owed to Yardl as of the effaetive date of Giant's tarmination.
<br />If Client terminates this Agreement pursuant to this section
<br />3(b) (Termination Tor Convenlenne), Client shall not be on -
<br />Wed to a refund of any t=ees.
<br />o. Termination for Cause, C'lther party may terminate
<br />thla Agreement upon written notice to the other party if the
<br />other early materially breaches this Agroament and falls to
<br />cure such breach within 7 days of wn'tton notice of a material
<br />breach, or if the breaching party cannot reasonably cure 010
<br />material breach wlthln 7 days, the bresehing party fells is
<br />Initiate cure within 7 days and "falls to writinuouely and dilt•
<br />gently work to cure the breach until the breach is cured,
<br />Tsrmination pursuant to lilts sectlon 3(0) (Termination for
<br />Cause) shall be effective upon dollvary of written notica after
<br />expiration of the applicable cure period,
<br />d. Effect of Termination.
<br />(i) License Termination. Upon the effeciive date of
<br />this Agreement's termination or explrstion, (A) the license for
<br />the Licensed Programs and Licensed Programs Documente-
<br />Oort wllf terminate, (13) Client will cease Use of the Uconaod
<br />Programs and Licensed Programs Documenlauon, (C)
<br />Client's access to the Sita and Licensed programs will be
<br />disabled, and (D) Client shall pay any Undispulad Pees to
<br />Yard],
<br />(ti) Return of Confldantfal Information. Upon this
<br />Agrasment'e larminallon or expiration effective date, the
<br />parties shall Comply with section 9(d) (Return of Confldantlal
<br />Infcrmallon),
<br />EXHIBIT 1
<br />e. Survival. The padies' obfigatione under, and the
<br />provisions of, seopuns d (License Fees), &(b) (Limited Ltabl'sl-
<br />t/ for UnauQ,crized Chani Data Access), 9 (Confidentiality),
<br />10 (WananIlea ), 11 (Damage Limits .tons), 13 (Indemnifica-
<br />tion), 16 (Assignment) and 10 (Ounbral Provlskins) ahati
<br />survive this Agreement's termination or expiration,
<br />4, Llaonara peva.
<br />e, Fede. Client agrees to pay Yardl the Fees in accor-
<br />dance with the payment terms sat forth In Schedule A.
<br />b, Failure to Pay, Cllonl's failure tc timely pay any
<br />Undisputed Fee when dua Is a material breach suwect to the
<br />terms of seotion'3(o) (Termination for Cauee), Additlonally,
<br />Undisputed Peep shall accrue interest froth their due date
<br />until paid at the rate of 1.5% per morsiM or the maxlmum rete
<br />allowed under app&cable lave whlchever to less.
<br />c. Taxos. The f=ees are exciuslve of any tariff, duty, or
<br />tax, however designated, levlod, or based Including, rrllttoui
<br />limitation, any texas bused on (1) this Agreement, (1) the
<br />Licensed Progrnma or Dallversbies, (III) CIIeas Use of the
<br />Licensed Pr4ams, (lv) the Llceneed Programs Documenta-
<br />tion, br (v) any materials Of supplles fumlahed fay, Yardl per
<br />this Adivement. Client is responsible for all appitc9tile tariffs,
<br />duties or taxes (exclusive of tax" based on Yardi`s net in-
<br />rofRe). oppi4ceble to Ihis.Agrar,ment.
<br />d. Partial Fee Dislputes. If Client reasonably and in
<br />good falth disputes any l=ees, and provides notch In acrord
<br />with section le(f) (%flda>s) of such dispula, Client agrees
<br />11,91 any undisputed portion df such Fees are Undisputed
<br />reel; and client agrees to timely pny'any such Undisputed
<br />pees,
<br />b, tmolemens;$tL4�ltd Tralnin<r.
<br />a. Third Party software and Hardwere IRequfrv-
<br />ments, Client Is eolely responsible for purchasing, Installing
<br />and maintaining, at Glont's expanse, any thlyd party soft,
<br />were and hardware necessary for Client's Des[gnaied Users
<br />to access the Site and Use the Unarmed Programs, Yardl
<br />shell not be flable for any sueh third party software'or hard•
<br />ware, and Client acknowiadgss and agrees that any gaols -
<br />lance provided by Yardl in connection With such third party
<br />software and hardware shall not alter Cliant'a reeporldbitlty
<br />or Yerdi'e liability disclaimer under this section 6(a) (Third
<br />Party Software & Hardmro Regdrementa),
<br />b. Lacaffom Implementation and training may (di
<br />Client's aleodon) take place at a 1poetlon speolfied by Client
<br />or via lelecommulilcationo. Yardl will bill Client for Initial Im-
<br />pleme,taUonitrsinlnq services as indicated In Scitadule A,
<br />Client may request additional on-site Imptemeniadonitralntng
<br />services (i.e., In addlODn to the on-altio Imglementa-
<br />tionhralning services set 1601 In Schedule A) of any time and
<br />Yardl will make commercially reasonable efforts to timely
<br />accommodate Qlant's request. Aridltlonal on-site implerran-
<br />lailonAmIning services are sub)ect to the pantos' mutual
<br />agreement on: (1) the achedu'a for performance of the addl.
<br />Wei services, and (11) Yardl's fees for than additional senric-
<br />vs.
<br />c. On-Sltos. Client acknowledges that ln-person Im-
<br />piementlxllonllralning service vlslts at a Cflent location re-
<br />quire a minimum visit of 3 hours per visit, dfent agrees to
<br />YardlCilertt
<br />Canfi ntlaJ
<br />Date of Preparatlan; July 23, 2008 7:22 AM
<br />3-12
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