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EXHIBIT 2
<br />thins parties can impair or disrupt the Internet. Yardi will use com-
<br />mercially reasonable efforts to remedy and avoid such events, but
<br />cannot guarantee that such events will not occur. Accordingly,
<br />Yardi disclaims any liability resulting from or relating to such
<br />events.
<br />11. Daman Limitations.
<br />a. Damage Waiver. REGARDLESS OF ANY OTHER PRO-
<br />VISION IN THIS AGREEMENT, AND TO THE FULLEST EXTENT
<br />ALLOWED BY APPLICABLE LAW, YARDI DISCLAIMS ALL OB-
<br />LIGATIONS AND LIABILITIES FOR SPECIAL, INDIRECT, INCI-
<br />DENTAL, EXEMPLARY, PUNITIVE AND CONSEQUENTIAL
<br />DAMAGES, ATTORNEYS' AND EXPERTS' FEES, AND COURT
<br />COSTS (EVEN 1F YARDI HAS BEEN ADVISED OF THE POSSI-
<br />BILITY OF THESE DAMAGES), ARISING FROM OR IN CON-
<br />NECTION WITH THIS AGREEMENT.
<br />b. Liability Limit IN ADDITION TO THE LIMITATIONS
<br />OTHERWISE SET FORTH IN THIS AGREEMENT, AND TO THE
<br />FULLEST EXTENT ALLOWED BY APPLICABLE LAW, CLIENT
<br />AGREES THAT IN THE EVENT OF ANY CLAIM OR CAUSE OF
<br />ACTION BY CLIENT ARISING OUT OF OR CONNECTED WITH
<br />THIS AGREEMENT, YARDI'S MAXIMUM LIABILITY TO CLIENT,
<br />REGARDLESS OF THE AMOUNT OF LOSS CLIENT MAY HAVE
<br />SUFFERED, SHALL NOT EXCEED THE FEES PAID BY CLIENT
<br />TO YARDI PURSUANT TO THIS AGREEMENT WITHIN THE
<br />YEAR PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.
<br />12. Ownership
<br />a. Yardi's Ownership. Client agrees that, as between Yardi
<br />and Client, Yardi is and shall remain the sole and exclusive owner
<br />of all right, title and interest in and to the Licensed Programs, De-
<br />liverables, Yardi Cloud, Yard! Cloud Services, and Licensed Pro-
<br />grams Documentation, and to all intellectual property rights in the
<br />foregoing. The only rights Client obtains in the Licensed Programs,
<br />Deliverables, Yards Cloud, Yards Cloud Services, and Licensed
<br />Programs Documentation are the licenses expressly granted to Cli-
<br />ent in this Agreement.
<br />b. Client's Ownership. Yardi agrees that, as between Yardl
<br />and Client, Client is and shall remain the sole and exclusive owner
<br />of all right, title and interest in and to Client Data.
<br />13. Indemnification.
<br />a. Indemnity. Yardi agrees to defend, indemnify and hold Cli-
<br />ent harmless from and against any third party claims, actions or
<br />demands alleging that Client's Use of the Yardi Cloud, Yardi Cloud
<br />Services, Licensed Programs, Licensed Programs Documentation,
<br />and Deliverables in accordance with this Agreement's terms in-
<br />fringes on a third parry's proprietary information, trademark, copy-
<br />right, patent rights or intellectual property rights, or misappropriates
<br />a third parry's trade secrets.
<br />b, Indemnity Conditions. Yardi's defense and indemnifica-
<br />tion obligation per section 13(a) (Indemnity) is conditioned upon the
<br />following: (i) Client providing Yardi with prompt written notice of any
<br />claim for which Indemnification is sought; (ii) Yardi having sole con-
<br />trol of the defense and settlement of such claim, provided, how-
<br />ever, that Client shall have the right to have any suit or proceeding
<br />monitored by counsel of Client's cholce and at Its expense; and (III)
<br />Client's reasonable cooperation with Yardi in the defense and set-
<br />tlement of the claim.
<br />c. Injunction. If the Licensed Programs become the subject
<br />of a patent, trademark, copyright, or trade secret misappropriation
<br />or Infringement claim, and such claim results — or Is reasonably
<br />likely to result — In an injunction against Client's continued Use of
<br />the Licensed Programs, Yardi will: (I) replace or modify the Li-
<br />censed Programs to avoid the misappropriationlinfringement claim;
<br />(i) secure Client's right to continue Use of the Licensed Programs;
<br />or (ill) if neither (i) or (ii) is commercially practicable, either party
<br />may terminate this Agreement upon written notice to the other
<br />party.
<br />14. Programming Services.
<br />a. Programming Services. Yardi provides programming ser-
<br />vices including, without limitation, database customizations, user
<br />Interface customizations, database reports, database scripts and
<br />other programming services (collectively, 'Programming Ser-
<br />vices").
<br />b. Programming Services Terms. The Fees for Program-
<br />ming Services, If initially ordered, are set forth In Schedule A (Fee
<br />Schedule). Client will otherwise Initiate Programming Service re-
<br />quests by providing written notice of the desired services to Yardl,
<br />and Yards will advise Client of Yardi's availability and schedule for
<br />performing the Programming Services. Programming Services are
<br />subject to Client's written acceptance of (1) Yardi's schedule for
<br />meeting Client's Programming Service request; and (ii) Yardi's
<br />Fees for such Programming Services.
<br />c. Deliverables License. Subject to Client's full payment of
<br />all Undisputed Fees related to Programming Services, Yardi grants
<br />to Client a non-exclusive, non -transferable (except as expressly
<br />provided in this Agreement), limited license for Designated Users
<br />to Use the Deliverables in connection with their Use of the Licensed
<br />Programs, Yardi Cloud and Yardi Cloud Services.
<br />15. Assignment
<br />a. Assignment Limitation. Except for the exceptions speci-
<br />fied in section 15(b) (the "Permitted Exceptions"), Client shall not
<br />(either directly or indirectly) assign, sell, convey, pledge, or other-
<br />wise transfer this Agreement without first obtaining Yardi's express
<br />written consent, which Yards shall not unreasonably withhold. Ex-
<br />cept for the Permitted Exceptions, any attempted assignment made
<br />Without Yardi's prior express written consent is void and a material
<br />breach of this Agreement.
<br />b. Permitted Exceptions. Subject to the conditions prece-
<br />dent set forth in this section 15(b) (Permitted Exceptions), Client
<br />may assign this Agreement without Yardi's prior consent and upon
<br />notice: (1) to a wholly owned subsidiary; or (ii) in connection with
<br />any merger, acquisition, or reorganization involving Client. Any as-
<br />signment is subject to the following conditions: (A) Client, or Cli-
<br />ent's successor, continuing in the same type of business that Client
<br />was conducting at the time of this Agreement's execution; and (B)
<br />Client or Client's successor providing to Yardi a written ratification
<br />and assumption of this Agreement (in a form reasonably satisfac-
<br />tory to Yards) concurrent with the assignment.
<br />16.Outsourcina.
<br />a. Server Location. Yards reserves the right to locate the vir-
<br />tual servers and other equipment needed to provide the Yardi
<br />Cloud either at its facilities or at the facilities of independent service
<br />providers. Yardi may change the location of the virtual servers and
<br />other equipment needed to provide the Yardi Cloud at any time
<br />during this Agreement's Term; provided that any such change of
<br />location shall not affect Yardi's obligations under this Agreement
<br />and shall not Interrupt Client's access to the Yardi Cloud, Client
<br />Data, and Licensed Programs.
<br />17. Mediation.
<br />a. Mediation Request; Condition Precedent. In the event of
<br />a dispute arising out of or related to this Agreement which the par-
<br />ties are unable to resolve through direct negotiation, either party
<br />may serve upon the other at Its principal place of business a re-
<br />quest for mediation. Neither party may file an action against the
<br />other in any court, or initiate any other legal proceeding, unless and
<br />until the party seeking to do so has first requested a mediation
<br />hearing and made a good faith effort to complete the mediation
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<br />Confidential
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