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EXHIBIT 2
<br />breach the restrictions in this section 2(b) (Restrictions). Client may
<br />not copy or re-create the Licensed Programs or its objects without
<br />Yardi's prior express written consent. Client agrees that the Li-
<br />censed Programs must remain at all times In the Yards Cloud, and
<br />may not be removed or copied to any other location at any time.
<br />Client acknowledges and agrees that Client may not perform scans
<br />or electronic testing of any kind an the Yardi Cloud, Licensed Pro-
<br />grams, Yardi's corporate networks, and Yardi's corporate servers
<br />Including, without limitation, vulnerability scanning or testing, pen-
<br />etration scanning or testing or any other type of scanning or testing
<br />of the Yards Cloud, Licensed Programs, Yardi's corporate net-
<br />works, and Yardi's corporate servers.
<br />c. Access to the Yards Cloud. Yard] will use commercially
<br />reasonable efforts to make the Yardl Cloud and the Licensed Pro-
<br />grams accessible to Designated Users 24-hours per day, 7 days
<br />per week, excluding down time for maintenance and repair. Yardi
<br />has standing maintenancelrepairlbackup hours from 11:00 pm (lo-
<br />cal time at the data center) each day to 1:00 am (local time at the
<br />data center) each succeeding day, and an additional 2 hours for
<br />the maintenance/repair/backup hours beginning at 11:00 pm (local
<br />time at the data center) each Saturday night [i.e., the Saturday-
<br />night-toSunday-moming standing maintenancelrepairlbackup
<br />hours extend an extra 2 hours until 3:00 am (local time at the data
<br />center) each succeeding Sunday]. Yardi will use commercially rea-
<br />sonable efforts to provide as much notice to Client as reasonably
<br />possible under the circumstances for emergency maintenance/re-
<br />pair downtime outside the aforementioned standing hours.
<br />3. Term and Termination.
<br />a. Term. This Agreement will commence on the Effective
<br />Date and shall remain in full force until September 30, 2020 (the
<br />"Initial Term") unless earlier terminated in accord with section 3(c)
<br />(Termination for Cause). Upon expiration of the Initial Term, this
<br />Agreement may be renewed by Client for up to two (2) one-year
<br />renewal terms (each a "Renewal Term") unless a parry provides
<br />written notice of non -renewal at least 30 days prior to expiration of
<br />the then -current (Initial or Renewal) Term. The Initial Term and Re-
<br />newal Term(s) shall be collectively referred to as the "Term.'
<br />b. Intentionally Omitted.
<br />c. Termination for Cause. Either party may terminate this
<br />Agreement upon written notice to the other party if the other party
<br />materially breaches this Agreement and fails to cure such breach
<br />within 7 days of written notice of a material breach, or if the breach-
<br />ing party cannot reasonably cure the material breach within 7 days,
<br />the breaching party fails to initiate cure within 7 days and fails to
<br />continuously and diligently work to cure the breach until the breach
<br />is cured. Termination pursuant to this section 3(c) (Termination for
<br />Cause) shall be effective upon delivery of written notice after expi-
<br />ration of the applicable cure period.
<br />d. Effect of Termination. Upon the effective date of this
<br />Agreement's termination or expiration: (i) the license for the Li-
<br />censed Programs and Licensed Programs Documentation will ter-
<br />minate; (li) Client will cease Use of the Yardi Cloud, Yardi Cloud
<br />Services, Licensed Programs and Licensed Programs Documen-
<br />tation; (iii) Client's access to the Yardi Cloud and Licensed Pro-
<br />grams will be disabled; and (iv) Client shall pay any Undisputed
<br />Fees to Yards.
<br />e. Survival. The parties' obligatians under, and the provisions
<br />of, sections 4 (License Fees), 8(b) (Limited Liability for Unauthor-
<br />ized Client Data Access), 9 (Confidentiality), 10 (Warranties), 11
<br />(Damage Limitations), 13 (indemnification), 15 (Assignment) and
<br />18 (General Provisions) shall survive this Agreement's termination
<br />or expiration.
<br />4. License Fees.
<br />a. Fees. Client agrees to pay Yardi the Fees in accordance
<br />with the payment terms set forth in Schedule A (Fee Schedule).
<br />b. Failure to Pay. Client's failure to timely pay any Undis-
<br />puted Fee when due Is a material breach subject to the terms of
<br />section 3(c) (Termination for Cause). Additionally, Undisputed
<br />Fees shall accrue Interest from their due date until paid at the rate
<br />of 1.5% per month or the maximum rate allowed under applicable
<br />law whichever is less.
<br />c. Taxes. The Fees are exclusive of any tariff, duty, or tax,
<br />however designated, levied, or based including, without limitation,
<br />any taxes based on: (]) this Agreement; (ii) the Licensed Programs,
<br />Yards Cloud, Yardi Cloud Services, or Deliverables; (Ili) Client's Use
<br />of the Yards Cloud, Yardi Cloud Services, or Licensed Programs;
<br />(iv) the Licensed Programs Documentation; or (v) any materials or
<br />supplies furnished by Yardi per this Agreement. Client is responsi-
<br />ble for all applicable tariffs, duties or taxes (exclusive of taxes
<br />based on Yardi's net income) applicable to this Agreement.
<br />d. Partial Fee Disputes. If Client reasonably and in good faith
<br />disputes any Fees, and provides notice in accord with section 18(Q
<br />(Notices) of such dispute, Client agrees that any undisputed portion
<br />of such Fees are Undisputed Fees and Client agrees to timely pay
<br />any such Undisputed Fees.
<br />5. Implementation and Training.
<br />a. Third Party Software and Hardware Requirements. Cli-
<br />ent Is solely responsible for purchasing, installing and maintaining,
<br />at Client's expense, any third party software and hardware neces-
<br />sary for Designated Users to access the Yardi Cloud and Use the
<br />Licensed Programs and Yardi Cloud Services. Yardi shall not be
<br />liable for any such third party software or hardware, and Client
<br />acknowledges and agrees that any assistance provided by Yardi in
<br />connection with such third party software and hardware shall not
<br />alter Client's responsibility or Yardi's liability disclaimer under this
<br />section 5(a) (Third Party Software & Hardware Requirements).
<br />b. Location. Implementation and training services may (al
<br />Client's election) take place at a location specified by Client or via
<br />telecommunications. Yardi will bill Client for initial implementa-
<br />bonitraining services as indicated in Schedule A (Fee Schedule).
<br />Client may request additional on -site implementation/training ser-
<br />vices [i.e., in addition to the on -site Implementation/training ser-
<br />vices set forth in Schedule A (Fee Schedule)] at any time and Yardi
<br />will make commercially reasonable efforts to timely accommodate
<br />Client's request. Additional on -site implementation/training ser-
<br />vices are subject to the parties' mutual agreement on: (I) the sched-
<br />ule for performance of the additional services; and (11) Yardi's Fees
<br />for the additional services. Client acknowledges and agrees that no
<br />recording of any sort (whether audio, visual, or otherwise) of Yardi
<br />Implementation/Training services is allowed under this Agreement
<br />or otherwise.
<br />c. OnSites. Client acknowledges that in -person implementa-
<br />bonllraining service visits at a Client location require a minimum
<br />visit of 8 hours per visit. Client agrees to pay all reasonable ex-
<br />penses associated with on -site visits including, but not limited to,
<br />travel to and from the site, lodging, meals, etc. Client acknowledges
<br />that training services for more than 12 Client trainees require Client
<br />to pay for 1 additional Yardi trainer for each 12 Client trainees in
<br />excess of 12. Client agrees that Client must pay for any Implemen-
<br />tation/training services cancelled less than 10 business days prior
<br />to their scheduled date.
<br />d. Data Conversion. Yardi will bill Client for electronic data
<br />conversion services, If initially ordered, at the rate stated in Sched-
<br />ule A (Fee Schedule). Absent an agreement to the contrary, Client
<br />shall otherwise be solely responsible for data conversion, data
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<br />Confidential
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