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pay all reasonable expenses assoclated wilh on-slte vlells
<br />Including, but not limited to, travel to end from the silo, baa.
<br />ins, meals, etc. Cllent acknowledges chat tre[ning servloes
<br />for more than 12 Client trainees require Client to pay for 1
<br />additional Yard'. tralrer for patch 12 Client trainees in exc ass
<br />of 12, Client Agrees tial Ment must pay for any implements-
<br />dpne'tralning servlpee cancelled less than li business days
<br />prior to their scheduled date.
<br />d, Data Conversion. Yardl will bili Cllent for aiactron?c
<br />data conversion services, If Initially Drdared, at the retie
<br />stated In Schedule A. Client acknowledges that data props-
<br />rellon and poet conversion data cloon.up Is Inherent in any
<br />data Conversion, and such addltional ctffarts associated with
<br />A Cllent data wriverslon _ If performed by Yardl - will be
<br />debited against Client's appi[catlon support servlpe allot-
<br />ment. Absent an agreement to the contrary, Olient shall oih-
<br />erwise be solely responsible for data annverelon, data prepa-
<br />ration, dials entry. and data verllicatlon, and any post-
<br />converalon dam -up, Additional Yardh dale canywalon say -
<br />Area O,a., In addition to any initial data conversion services
<br />set forth In 8chodula A) are subject to the patties' mutual
<br />agreement on; (1) the saheeute for performance of the addl-
<br />Ilorial sarvlces, and (11) Yardl's Foes for Idea additional aeric -
<br />es,
<br />e, ToWng. Citi frt.Bhak) have, 90 days commencing
<br />Upon the f�eClive Date. (ills "Tasting Period") to test the
<br />Licensed Programs. At any dee during the re$(Irlg Period,
<br />Cllent may elect to oease Use of the Licensed Programs end
<br />cHncal this Agreement. In which event Ysrdl will refund to
<br />Client alt amounts paid by Client to Yordi pursuant 'lo this
<br />Agrepmenl [ass reasonable amounls (datermined by refer -
<br />slice to the Feea{rates Indicated In Sehedute A) for Initial set.
<br />up, Implementation, training and Uupperl of the Licensed
<br />Programs proMded prior to Cliant'a notico of cancellation
<br />pursuant to this section S(e) (Taiting),
<br />61 r nd_Paaawerda,
<br />a, paaignatsd Users, Cllentagrees that Its exercks,§df
<br />the Ilcenso granted by this Agreomon( sftalp only be through
<br />Its Designated Users. Client agraoo that it may assign Pass-
<br />words to a fixed maximum number of Designated Users, and
<br />may have only a fixed mrsdmum number of Units (as Ident;-
<br />fled In Schedule A). The maximum number of Designated
<br />Users la the total aggregate number of D�algnatsd Usors
<br />licensed to access tha Slle and Use the Licensed Programs.
<br />Tho maximum number of Unita Is Ina maximum number of
<br />Units that Client's Deaignalcd Uscra may manage and so -
<br />count for In conneollon with Cllent'e Use of the Licensed
<br />Programs, The agreed maximum Das6gnatsd User and Unit
<br />numbers are set forth In Schadulo A,
<br />b. Designated User Changos, Ysrdi agrees that
<br />Client may replace Dealgnated Users as Client sees fit and
<br />of no addldonal coat provldod (1) there is no not increase in
<br />Wofft; maximum number of Deslgnatad Users, and pl) sodi
<br />Designated User has a unique Password, A Citric Designat-
<br />ed 'Jser cfiangs is sub)ecl to a ane -urns fee es specified In
<br />Schedule A.
<br />c. Additional Designated Users, Subject to, (])at least
<br />b business days prior written nonce frarn Chant, (II) chonYs
<br />execution of ar amendment to %19 Agreement, and (til) sub -
<br />)out to paymenl of addlVonai Paos, Yardl rill increase
<br />Ipt-
<br />Date
<br />EXHIBIT 1
<br />Chent'e licensed maximum number of 0e019naled Users
<br />d. Password Assignment, Client's application support
<br />P100 will be a Designated User, will designate the other
<br />Designated Users, end will provide each other Designated.
<br />Users whir a Password. Each password shall be personal
<br />and unique to the appilcable Des naiad Uaer, and may not
<br />be used by anyone other than au Designated User, Each
<br />Password may only be used from 1 oompuler at any given
<br />time. Chant shall be responsible for mainlaining Designated
<br />User Password agcurlty.
<br />e. Cllent Obligations With Respect to Dosignatod
<br />Users, Cdlenl shall Inform each Designated User of this
<br />Agreement's license terms and realrlcllons and shall enforce
<br />such restrictions, Client agrees to notify Yardl if Client be.
<br />comes aware of any fallure of a Designated User W adhere
<br />to the license tarma and restrictions In this ,Agreement, Client
<br />aolinowledges that each time a Designated User accesses
<br />the Site to Uee the Licensed Programs the designated User
<br />will be presented with a splash ecroen welcoming the Dsaiq-
<br />naied User and requesting that the Deslgnaled user enter
<br />Mallear unique Password.
<br />7, f]ntlfc^lE_o_n_�Su_aaork Unar rias,
<br />m 'Application Supporl Servlos. Yardl will provide
<br />appllcatiprf ,auppart and up9►adas for iho Licensed Programa
<br />as set (adh In this sectlon `7 (Application Support a Up•
<br />grades),
<br />b. Cllent Contacts, Client agrees to appoint an applica,
<br />Ilan support POC. Chant may change the application support
<br />FOC upon advance written nolioa to YardL Yardl shell have
<br />no obligation to conteol, or communicate with, anyone re-
<br />garding spplfoatton support and Maintenance Issues except
<br />Cllent'e application support POc,.Clterttacknowledges that it
<br />la Cllant'e rosponsipfllty to keep Client's Application support
<br />POC current, and to notify Yard[ of any chongea,
<br />o, YardlContacts. During initial implementation, Yardl
<br />shall appolnl en a000unt manager to Clients a000unt, After
<br />initial implew6hlaffon, 'Yard) will either asslgn Cllent to an
<br />aocount manager or an eppllcadon support team. Yard may
<br />change the Identlty of Indluiduat account managers horn time
<br />to lime Upon notes to chont. Client's application support
<br />records relating to Client will be available to Yardf's entire
<br />appllcallon support team at all times,
<br />d. AppllcaCon Support Servloss. Ysrdl shall provide
<br />applioatlon support for the Llcermed Programs through Its
<br />acmunl managers and technlcal staff to Client's application
<br />support POC, Appllcallon support does not Include on -alio
<br />Installetion, lmplamenlaum, training, or lasting of the Li-
<br />censed Programs, nor does It include data conversion,
<br />Those sotvlcos, If Irilleilly ordered, are spoolffed In Schedule
<br />A, Yardi'a application support aervica loam will use com€ner-
<br />dally reasonable efforts to eddraw and solve chant's Issues
<br />but cannot guarantee satiaracstlon In every oase,
<br />e, Total Hours Included. Client's application support
<br />allolment is spadfled in Schedule A, This Agreement's on-
<br />ratal periods shall begin on the Initlatbr; Date ,and each
<br />Inlllation Date anniversary) and end om each Anniversary
<br />Dais, and will not Include unused appllcallon support time
<br />nom prior annual periods. It Cllent needs ociciftional epplica-
<br />Yordi-
<br />ellen
<br />Conendal
<br />Of Preparafi= July 23, 2409
<br />3-13
<br />7-22 AM
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