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pay all reasonable expenses associated with on -site visits <br />including, but not limited to, travel to and from the site, lodg- <br />ing, meats, etc. Client acknowledges that training services <br />for more than 12 Client trainees require Client to pay for 1 <br />additional Yard! trainer for each 12 Client trainees in excess <br />of 12. Client agrees that Client must pay for any implementa- <br />tion /training services cancelled less than S business days <br />prior to their scheduled date. <br />d. Data Conversion. Yardl will bill Client for electronic <br />data conversion services, if initially ordered, at the rate <br />stated In Schedule A. Client acknowledges that data prepa- <br />ration and post conversion data clean -up Is inherent in any <br />data conversion, and such additional efforts associated with <br />a Client data conversion — If performed by Yardl - will be <br />debited against Client's application support service allot- <br />ment. Absent an agreement to the contrary, Client shall oth- <br />erwise be solely responsible for data conversion, data prepa- <br />ration, data entry and data verification, and any post - <br />conversion clean -up. Additional Yardl data conversion ser- <br />vices (i.e., in addition to any initial data conversion services <br />set forth in Schedule A) are subject to the parties' mutual <br />agreement on: (1) the schedule for performance of the addi- <br />tional services, and (11) Yardi's Fees for the additional servic- <br />es. <br />a. Testing. Client shall have 90 days commencing <br />upon the Effective Date (the "Testing Period ") to test the <br />Licensed Programs. At any time during the Testing Period, <br />Client may elect to cease Use of the Licensed Programs and <br />cancel this Agreement, in which event Yardl will refund to <br />Client all amounts paid by Client to Yardi pursuant to this <br />Agreement less reasonable amounts (determined by refer - <br />opce to the Fees /rates indicated in Schedule A) for initial set- <br />up, Implementation, training and support of the Licensed <br />Programs provided prior to Client's notice of cancellation <br />pursuant to this section 5(e) (Testing). <br />6. Users and Passwords. <br />a. Designated Users. Client agrees that its exercise of <br />the license granted by this Agreement shall only be through <br />Its Designated Users. Client agrees that it may assign Pass- <br />words to a fixed maximum number of Designated Users, and <br />may have only a fixed maximum number of Units (as Wenh- <br />fied in Schedule A). The maximum number of Designated <br />Users is the total aggregate number of Dbsignated Users <br />licensed to access the Site and Use the Licensed Programs. <br />The maximum number of Units Is the maximum number of <br />Units that Client's Designated Users may manage and ac- <br />count for in connection with Client's Use of the Licensed <br />Programs. The agreed maximum Designated User and Unit <br />numbers are set forth In Schedule A. <br />b. Designated User Changes. Yard! agrees that <br />Client may replace Designated Users as Client sees fit and <br />at no additional cost provided: (i) there Is no net increase In <br />Client's maximum number of Designated Users, and (1€) each <br />Designated User has a unique Password. A Citdx Designat- <br />ed User change is subject to a one -time fee as specified in <br />Schedule A. <br />c. Additional Designated Users. Subject to: (1) at least <br />5 business days prior written notice from Client, (ii) Client's <br />execution of an amendment to this Agreement, and (!I!) sub- <br />ject to payment of additional F Yardi will increase <br />lks_ Yar <br />Date of Prepar <br />Client's licensed maximum number of Designated Users. <br />d. Password Assignment. Chants application support <br />POO will be a Designated User, will designate the other <br />Designated Users, and will provide each other Designated <br />Users with a Password. Each Password shall be personal <br />and unique to the applicable Designated User, and may not <br />be used by anyone other than such Designated User. Each <br />Password may only be used from 1 computer at any given <br />time. Client shall be responsible for maintaining Designated <br />User Password security. <br />e. Client Obligations with Respect to Designated <br />Users. Client shall Inform each Designated User of this <br />Agreement's license terms and restrictions and shall enforce <br />such restrictions. Client agrees to notify Yard! if Client be- <br />comes aware of any failure of a Designated User to adhere <br />to the license terms and restrictions in this Agreement. Client <br />acknowledges that each time a Designated User accesses <br />the Site to Use the Licensed Programs the Designated User <br />will be presented with a splash screen welcoming the Desig- <br />nated User -and requesting that the Designated User enter <br />his/her unique Password. <br />7. Application Su000rt $, Unarades. <br />a. Application Support Service. Yard€ will provide <br />application support and upgrades for the Licensed Programs <br />as set forth In this section 7 (Application Support & Up- <br />grades), <br />b. Client Contacts. Client agrees to appoint an applica- <br />tion support POC. Client may change the application support <br />POO upon advance written notice to Yardi. Yard[ shall have <br />no obligation to contact, or communicate with, anyone ra- <br />garding application support and maintenance issues except <br />Client's application support POO. Client acknowledges that It <br />Is Client's responsibility to keep Client's application support <br />POO current, and to notify Yard€ of any changes. <br />c. Yardi Contacts. During Initial Implementation, Yardl <br />shall appoint an account manager to Client's account After <br />initial implementation, Yardi wilt either assign Client to an <br />account manager or an application support team. Yardl may <br />change the identity of individual account managers from time <br />to time upon notice to client. Client's application support <br />records relating to Client will be available to Yardl's entire <br />application support team at all times. <br />d. Application Support Services. Yardi shall provide <br />application support for the Licensed Programs through its <br />account managers and technical staff to Client's application <br />support POO. Application support does not include on -site <br />Installation, implementation, training, or testing of the Li- <br />censed Programs, nor does it Include data conversion. <br />Those services, If initially ordered, are specified in Schedule <br />A. Yardl's application support service team will use commer- <br />cially reasonable efforts to address and solve Client's Issues <br />but cannot guarantee satisfaction In every case, <br />e. Total Hours Included. Client's application support <br />allotment is specified In Schedule A. This Agreement's an- <br />nual periods shall begin on the Initiation Date (and each <br />Initiation Date anniversary) and end on each Anniversary <br />Date, and will not include unused application support time <br />from prior annual periods, If Client needs additional applica- <br />di Clio <br />Can ential <br />ation: July 23, 2009 <br />nt <br />7:22 AM <br />