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EXHIBIT 1 <br />EXHIBIT 2 <br />Yaratl Sa&S Subsorfpdon Services and Governance Sohedule <br />Yardl Claud and Client Access <br />Yard] will allow Client access to the Yardi Cloud via the following methods. <br />I. Via Intemet URL to access and operate the licensed Programs. <br />2, Via remote desktop to access the following, depending on operating requirements: <br />a. The Lloansed Programs' reports path for management of the Licensed Programs support files; <br />b. A dafabaso-level query tool; <br />Q. 12eporting-wriUng software, If applicable (third -party software licensing not included); <br />d. Cllentserver•based system administration tools provided by Yardl. <br />Yardl Cloud Services <br />Yard[ will provide the following Yardi Cloud Services as they Wats to the Yardl Cloud: <br />I . Installation, maintenance (deployment of Microsoft patches and upgrades) and licensing of M[eroscft Operating System; <br />7, Installation, ma]ntenenoO (deployment of MiorosoR patches and upgrades) and licensing of Microsoft 5gLServer; <br />3 Insta[fation, maintenance (deployment of Yard[ patches and upgrades) and licensing of the Licensed Programs <br />Yardi Cloud Data and File Management <br />Yardl will provide data and file management services per the following guldellnes. <br />i. Yardl will provide Client one live and one test databaso for the Licensed Programs. Client may purchase additional <br />databases or webshares at Yardl's then -current prevailing rate for additional databases or webehores at the time of Client's <br />request. <br />2. Yardi will provide up to ITS of Combined Storage at no additional charge. "Combined Storage" means, (1) Citant Hata file <br />storage on file servers separate from the database server used to serve Client Data; (ii) Client Data storage held within <br />database servers and utilized by the Licensed Programs; and (ill) any other digital storage required by Client's Use of the <br />Yardl Claud and Licensed Programs In accord with this Agreement. Client may purchase additional Combined Storage at <br />Yardl's then -current prevailing rate for add]Ilonal Combined Storage at the time of Client's request. <br />3. Subject to Force Majeure Events, Yard] will execute <br />4. Nightly backups of Olen is live database to a backup server; <br />b. Nightly backups of Cllent's live database and the reports path to a backup server; and <br />o. Near -real-time replleation of the database and default path to a separate, off-sfte disaster recovery location. <br />4. Database backup files wll! be maintained for 14 days an a server accessible by Client via secure transfer server (i.e., at any <br />given time, the last 14 nightly database backups will be on the secure transfer server) from which Cilanl may retrieve the <br />dateless backups of any time. <br />Licensed Programs Support and Governance of Use <br />Yardi will provide consulting and technical support for the Licensed Programs per the foliowing guidelines, <br />1. Implementallon, consulting and support of the Licensed Programs and the Licensed Programs' deployed components, <br />where applicable; <br />2. Yardi wN periodically make available to Client (at no edd]lloral cost to Client) updates, upgrades and current versions of <br />the Licensed Programs which will Include corrections, enhancements, and/or Improvements. Cllent reserves the right to <br />refuse updates and upgrades of the Licensed Programs; provided, however, that Yordl reserves the right to cease <br />applicatlon support services for versions at the Licensed Programs more than 2 years older than the latest verslon of the <br />Licensed Programs generally released to Yardrs clients. <br />Annual Pass Include <br />Client's Annual Fees Include access to the Yardi Cloud, Licensed Programs license Fees, Licensed Programs updates/upgrades, up <br />to 3 Remote ,Administrative DUs (dafilned below), and 98 Licenser! Programs application support hours/year. Yardl will debit all <br />applicaticn support services (in'!, -hour increments with a'1 -hour minimum) against Client's above-noiad appllzaticn support aliotment <br />except when related to a Software Error. "Software Error' means a reproducible failure of the Licensad Programs to mateflaily perform <br />as specified in the Licensed Programs Documentation, Client acknowledges that data preparation and post conversion date clean-up <br />Is Inherent In any data conversion, and such additional efforts associated with a Client data conversion – if performed by Yardi will <br />be debited against Cllenl's application support service allotment. Notwithstanding the multi-year Term set forth In section 3(a) (term), <br />Client's annual fees and included annual application support allotment apply for annual periods ending on each Anniversary Date, <br />and shall not Include unused application support time from prior annual periods, If Client needs additional application support hours <br />at any lima, Client may purchase additional hours at Yardl's then -current prava`€ling application support rate at the Jima Client needs <br />the hours "Remote Admin"ative DU' means a Designated User utlilztrg remote access technology to access the Yardi Cloud, <br />Licensed Programs, and/or Client Oala for system administrative purposes on behalf of Client. Yardl's Remote Administrative DU <br />charge Fee Is Slat)/clhange. <br />Yardi 12— <br />Client <br />Page 4 of f <br />Confidentlal <br />Preparation Crate: 9/18/2015 3:39 PM <br />3-41 <br />