5 - AGREEMENT WITH YARDI_2020-02-04

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EXHIBIT 2 preparation, data entry and data verification, and any post -conver- sion clean-up. Additional Yardi data conversion services R.e., in ad- dition to any Initial data conversion services set forth in Schedule A (Fee Schedule)) are subject to the parties' mutual agreement on: (1) the schedule for performance of the additional services; and (li) Yardi's Fees for the additional services. e. Testing. Client shall have 90 days commencing upon the Effective Date (the 'Testing Period") to test the Licensed Pro- grams, Yards Cloud and Yardi Cloud Services. At any time during the Testing Period, Client may elect to cease Use of the Licensed Programs, Yardi Cloud and Yardi Cloud Services and cancel this Agreement, in which event Yardi will refund to Client all amounts paid by Client to Yard€ pursuant to this Agreement less reasonable amounts [determined by reference to the Fees/rates indicated in Schedule A (Fee Schedule)] for initial set-up, implementation, train- ing and support of the Licensed Programs, Yardi Cloud and Yardi Cloud Services provided prior to Client's notice of cancellation pur- suant to this section 5(e) (Testing). 6. Users and Passwords. a. Designated Users. Client agrees that its exercise of the license granted by this Agreement shall only be through its Desig- nated Users. Client's license to access and Use the Yardi Cloud and Licensed Programs is limited as provided in Schedule A (Fee Schedule). Each Designated User must have a unique Password. b. Password Assignment. Client's application support POC(s) will be Designated Users, will designate the other Desig- nated Users, and will provide each other Designated User with a Password. Each Password shall be personal and unique to the ap- plicable Designated User, and may not be used by anyone other than such Designated User. Each Password may only be used from 1 computer at any given time. Client shall be responsible for maintaining Designated User Password security. c. Client Obligations with Respect to Designated Users. Client shall inform each Designated User of this Agreement's terms and restrictions and shall enforce such restrictions. Client agrees to notify Yardi If Client becomes aware of any failure of a Desig- nated User to adhere to the license terms and restrictions in this Agreement. 7. Application Support & Upgrades. a. Application Support Service. Yardi will provide applica- tion support and upgrades for the Licensed Programs as set forth in this section 7 (Application Support & Upgrades). b. Client Contacts. Client agrees to appoint application sup- port POC(s). Client may change the application support POC(s) upon advance written notice to Yardi. Yardi shall have no obligation to contact, or communicate with, anyone regarding application sup- port and maintenance Issues except Client's application support POC(s). Client acknowledges that it is Client's responsibility to keep Client's application support POC(s) current, and to notify Yardi of any changes. c. Yards Contacts. During initial implementation, Yardi shall appoint an account manager to Client's account. After Initiai imple- mentation, Yards will either assign Client to an account manager or an application support team. Yardi may change the Identity of indi- vidual account managers from time to time upon notice to Client. Client's application support records relating to Client will be availa- ble to Yardi's entire application support team at all times. d. Application Support Services. Yards shall provide appli- cation support for the Licensed Programs through its account man- agers and technical staff to Client's application support POC(s). Application support does not include on -site installation, implemen- tation, training, or testing of the Licensed Programs, nor does it in- clude data conversion. Those services, If initially ordered, are spec- ified in Schedule A (Fee Schedule). Yardi's application support ser- vice team will use commercially reasonable efforts to address and solve Client's issues but cannot guarantee satisfaction in every case. e. Total Hours Included. Client's annual application support allotment is specified in Schedule B. L Application Support Hours. Yardi's application support hours are from 6:00 am to 5:00 pm (Pack Time) Monday through Friday (excluding holidays). g. Priority. (1) Yardi shall have the right to prioritize application support requests according to the application support issue's Impact on Cli- ent. Yards will prioritize application support requests in the following order: Priority 1: Business hailed (total inability to perform normal opera- tion) Client will submit support requests by telephone to Yardi's application support number. Response as rapid as reasonably feasible — generally within 2 business hours. Priority 2: Business impacted (severe restriction of Client's Use of the Licensed Programs — a potentially critical problem) • Client will submit support requests by telephone to Yardi's application support number. • Prompt response subject only to delays for priority 1 is- sues, generally within 4 business hours. Priority 3: Non -critical service requests (any issue that is not a Pri- ority 1 or Priority 2 issue) • Client will submit support request by telecommunications to Yardi application support. • Response subject to delays for priority 1 and 2 issues, generally within 1 business day. (€i) Yard€ will work on Priority 1 and 2 issues with continuous focus, and with Client's cooperation, through resolution. h. Standard Tenn. Application support services are subject to this Agreement's terms and timely payment of all Undisputed Fees. Subject to the section 3(c) (Termination for Cause) notice and cure provisions, Yardi may suspend application support ser- vices if Client fails to timely make any Undisputed Fee payment. I. Obsolescence. Yardi reserves the right to cease providing application support services for the Licensed Programs on the later of: (1) 3 years from the date on which Yardi ceases to license the Licensed Programs; or (li) 5 years from the Effective Date. Yardi agrees to notify Client if and when Yardi will cease application sup- port services in accord with this section 7(i) (Obsolescence). S. Client Data. a. Client Data Storage. Subject to Force Majeure Events, Yards agrees to store Client Data on a virtual database server in the Yards Cloud. b. Limited Liability for Unauthorized Client Data Access. Yards agrees to use: (1) firewalls and other technology generally used in the trade to prevent unauthorized 3'd party access to its computer systems storing Client Data; and (ii) encryption technol- ogy generally used in the trade to prevent unauthorized 31d party access to Client Data transmissions. Notwithstanding the forego- ing, Yardi shall not be liable to Client in the event that: (A) its use Page 3 of 11 Confidential Preparation Date: January 6, 2020 5:03 PM 5-34