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<br />Client: Housing Authority of the City of Santa Ana MRI Confidential Page 1 of 10
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<br />MASTER AGREEMENT
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<br />This Master Agreement is entered into between MRI Software LLC (“MRI”) and the Client named in the Order Document, and the authorized
<br />representatives of the Parties hereby execute this Master Agreement to be effective as of the Commencement Date, as defined in the Order Document.
<br />As used in this Agreement, “Party” means either Client or MRI, as appropriate, and “Parties” means Client and MRI.
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<br />1. PURPOSE AND SCOPE
<br />1.1 Master Agreement. This Master Agreement establishes the
<br />general terms and conditions to which the Parties have agreed in order
<br />to facilitate the licensing of residential and/or commercial property
<br />management enterprise software, content, other products and/or the
<br />provision of related services. Additional product or service-specific terms
<br />and conditions are set forth in one or more Schedules (as further defined
<br />in Section 1.2 herein).
<br />All references to the “Master Agreement” shall mean this document,
<br />exclusive of Schedules. All references to the “Agreement” wherever
<br />found shall include this Master Agreement, all Schedules, the Order
<br />Document and any attachments incorporated in the Schedules.
<br />1.2 Incorporation of Schedules. This Master Agreement shall fully
<br />incorporate by reference the terms and conditions found in each of the
<br />Schedules marked on the Order Document
<br />The Parties may execute, from time to time, additional Schedules under
<br />the terms of this Master Agreement.
<br />1.3 Incorporation of Order Documents.
<br />“Order Document” means the document(s), regardless of its actual
<br />name, executed by the Parties which incorporates by reference the terms
<br />of this Master Agreement and applicable Schedules, and describes
<br />Client’s order-specific information, such as description of Software or
<br />Services ordered, license scope, use and restrictions, fees, milestones,
<br />and/or Third Party EULAs, if any.
<br />At any time after execution of the initial Order Document, Client may
<br />purchase additional Software licenses or Services or otherwise expand
<br />the scope of such license or Services granted under an Order Document,
<br />upon MRI’s receipt and acceptance of a new Order Document specifying
<br />the foregoing.
<br />1.4 Incorporation of EULAs. Client’s use of any Third Party Software
<br />licensed hereunder or incorporated in the SaaS Services shall be subject
<br />to, and Client shall comply with, the Agreement and any applicable
<br />EULAs, if any, the terms of which may be incorporated in the Agreement
<br />or contained in a separate document. As between Client and MRI, to the
<br />extent any terms and conditions of this Master Agreement or a Schedule
<br />conflict with the terms and conditions of a Third Party EULA, the terms
<br />and conditions of this Master Agreement and the Schedule shall control
<br />unless the Third Party EULA explicitly overrides a term or condition of
<br />the Master Agreement or Schedule. However, should a dispute arise
<br />between Client and the Third Party Software provider, the terms of the
<br />applicable Third Party EULA shall control but only to the extent MRI is
<br />not a party to such dispute. By way of example, if this Agreement is
<br />subject to Ohio Law and a Third Party EULA is subject to California law,
<br />a dispute among MRI, Client and the Third Party Software provider would
<br />be subject to Ohio law, but a dispute only between Client and the Third
<br />Party Software provider would be subject to California law. Each Third
<br />Party Software provider shall be considered a third party beneficiary of
<br />the Agreement, with rights to enforce the terms of the Agreement and
<br />the EULA, if any, against Client, pursuant to the terms of Section 10.14
<br />below.
<br />1.5 Administrators. For the purposes of this Agreement,
<br />“Administrators” means the individual so designated by Client on the
<br />Order Document. An Administrator has full administrative privileges for
<br />all Software and Services, including without limitation (i) creating,
<br />deleting or modifying databases or user accounts; (ii) creating, deleting,
<br />copying, restoring or requesting copies of databases; (iii) requesting
<br />security and audit reporting; (iv) security class modification; and (v) site
<br />modification. Once named, the Administrator(s) shall have sole authority
<br />to instruct MRI and make decisions on behalf of Client regarding Client’s
<br />use of the Software or Services. MRI shall be entitled to rely upon any
<br />representation of the Administrator(s) without further verification of
<br />authority. MRI may, from time to time, in its sole discretion, require
<br />written documentation of Client verifying the authority or continued
<br />authority of any Administrator, which Client shall provide upon request.
<br />At least one (1) Administrator must be a Designated Support Contact. An
<br />Administrator must be an employee of the Client.
<br />1.6 Designated Support Contact. For the purposes of this
<br />Agreement, “Designated Support Contacts” means the Client employees
<br />so designated by Client on the Order Document. The Client shall have
<br />the number of Designated Support Contacts as designated on the Order
<br />Document. Only a Designated Support Contact shall be permitted to
<br />contact MRI for any Maintenance and Support services and shall have the
<br />authority to (i) log case requests; and (ii) receive status updates on cases.
<br />A Designated Support Contact must be an employee of the Client.
<br />1.7 Client User. For the purposes of this Agreement, “Client User”
<br />means a Client employee or Client Affiliate, acting directly on behalf of
<br />Client and using the Software or Services solely for the purpose of the
<br />Client’s internal business operations. If an Affiliate is a Client User,
<br />Client warrants that it has the authority to bind such Affiliate(s) to the
<br />terms of the Agreement and any applicable Schedule and further
<br />warrants that Client shall be jointly and severally responsible (with any
<br />such Affiliates) for a breach of such terms by its Affiliates. Client shall
<br />only permit Client Users to access and use any Software or Service and
<br />represents and warrants that all Client Users shall comply with the terms
<br />and conditions of use set forth in this Agreement and each such Client
<br />User shall be bound by a nondisclosure agreement with provisions that
<br />are at least as restrictive as the terms of this Agreement. Client shall
<br />indemnify and hold MRI harmless for all loss, damages, costs and expenses
<br />(including reasonable attorneys’ fees) incurred by MRI for any breach or
<br />other violation of this Agreement by a Client User. An independent
<br />contractor, agent or other third party acting on behalf of Client may be
<br />deemed a Client User upon prior written consent of MRI and Client, and
<br />MRI may require such independent contractor, agent or other third party
<br />to certify with or enter contractual terms with MRI acceptable to MRI. In
<br />no event shall the combined use of the Software or Services hereunder
<br />by Client and its Client Users exceed the Licensed Metrics authorized
<br />under the applicable Order Document.
<br />1.8 Owner. The Software is designed to be used for residential
<br />and/or commercial property management. If the Client is not the owner
<br />of such property or not the owner of all such properties for which the
<br />Software or any Service is utilized; but rather, Client is the manager for
<br />the owner of such property (with the non-Client property owner defined
<br />as “Owner”), then Client represents that Client either: (i) is entering this
<br />Agreement directly in privity with MRI; or (ii) is the duly appointed agent
<br />of the Owner and has the authority to enter into and perform the
<br />Agreement and use the Software and Services pursuant to the terms set
<br />forth in the Agreement. Client shall at all times be solely liable for the
<br />payment of all fees and the observance of all obligations, terms and
<br />conditions of the Agreement, regardless of any action, inaction or
<br />nonpayment by any Owner. Client shall keep MRI apprised in writing at
<br />all times of the identity and contact information of the Owner, and if
<br />Client’s relationship changes with respect to the Owner (by way of
<br />example and not by way of limitation, such as if Client’s agency or
<br />management relationship with Owner terminates). If Client’s relationship
<br />with an Owner or a particular property terminates for any reason, Client
<br />shall continue to be liable for any and all fees related to such Owner or
<br />property regardless of when such fees are billed by MRI. Client shall
<br />immediately notify MRI in the event of any change in ownership or control
<br />(including any change in control pursuant to a management contract) of
<br />Client, Owner or any of the properties, sites, or communities authorized
<br />for use of any Software or SaaS Service. Client shall undertake all
<br />reasonable efforts to assist in deactivating the ability of any such sold or
<br />EXHIBIT 2
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