|
tion support hours at any time, Client may purchase addi-
<br />tional hours at Yardi's then - current prevailing application
<br />support rate at the time Client needs the hours.
<br />f. Appileation Support Hours. Yardi's application
<br />support hours are from 8:04 am to 4:00 pm (Pacific Time)
<br />Monday through Friday (excluding holidays),
<br />g. Priority.
<br />(1) Yardl shall have the right to prioritize application
<br />support requests according to the application support issue's
<br />impact on Client. Yardl will prioritize application support re-
<br />quests in the following order:
<br />Priority 1: Business hatted (total inability to perform normal
<br />operation)
<br />Client will submit support requests by telephone to
<br />Yardi's application support number.
<br />Response as rapid as reasonably feasible — gen-
<br />erally within 2 business hours.
<br />Priority 2 Business impacted (severe restriction of Client's
<br />Use of the Licensed Programs — a potentially critical prob-
<br />lem)
<br />• Client will submit support requests by telephone to
<br />Yardi's application support number.
<br />• Prompt response subject only to delays for priority
<br />1 issues, generally within 4 business hours.
<br />Priority 3: Non - critical service requests (any issue that is not
<br />a Priority 1 or Priority 2 Issue)
<br />• Client will submit support request by tetecommunk
<br />cations to Yardi application support.
<br />• Response subject to delays for priority 1 and 2 Is-
<br />sues, generally within 1 business day,
<br />(11) Yardi will work on Priority 1 and 2 Issues with
<br />continuous focus, and with Client's cooperation, through
<br />resolution.
<br />h. Software Upgrades. Yardi will periodically make
<br />available to Client (at no additional cost to Client) updates,
<br />upgrades and current versions of the Licensed Programs
<br />which will include corrections, enhancements, and /or im-
<br />provements. Client reserves the right to refuse updates and
<br />upgrades of the Licensed Programs; provided, however, that
<br />Yardi reserves the right to cease application support servic-
<br />es for versions of the Licensed Programs more than 2 years
<br />older than the latest version of the Licensed Programs gen-
<br />erally released to Yardi's clients.
<br />I. Standard Term. Application support services are
<br />subject to this Agreement's terms and timely payment of all
<br />Undisputed. Fees, Subject to the section 3(c) (Termination
<br />for Cause) notice and cure provisions, Yardl may suspend
<br />application support services If Client falls to timely make any
<br />Undisputed Fee payment.
<br />J. Obsolescence. Yardi reserves the right to cease
<br />providing application support service for Licensed Programs
<br />on the later of: (t) 3 years from the date on which Yardi
<br />ceases to license the Licensed Programs, or (i1) 5 years from
<br />the Effective Date, whichever is later. Yardi agrees to notify
<br />Client if and when Yardi will ceas application support ser-
<br />vices in accord with this section 70) (Obsolescence).
<br />8. Client Data.
<br />a, Client Data Storage. Subject to Force Majeure
<br />Events, Yardi agrees to store all Client Data on Yardi's prl-
<br />mary server and back -up servers. During this Agreement's
<br />term, Client grants to Yardi a non - exclusive license to repro-
<br />duce Client Data on Yardi's primary server and back -up
<br />servers solely for Client to use Client Date In connection with
<br />Client's Use of the Licensed Programs. Notwithstanding the
<br />foregoing, 9 any Client Data Is lost for any reason, Yardl
<br />agrees to use commercially reasonable efforts to recover
<br />lost Client Data and will assist Client in Identifying lost Client
<br />Data.
<br />b. Limited Liability for Unauthorized Client Data
<br />Access. Yardl agrees to use (1) firewalis and other technol-
<br />ogy generally used in the trade to prevent unauthorized To
<br />party access to Its computer systems storing Client Data,
<br />and (it) available encryption technology generally used in the
<br />trade to prevent unauthorized a party access to Client Data
<br />transmissions. Notwithstanding the foregoing; Yardi shalt
<br />not be liable to Client in the event that (A) its use of firewalis
<br />and other technology generally used In the trade fails to
<br />prevent unauthorized third party access to Client Data, or
<br />(B) its use of encryption technology generally used in the
<br />trade falls to prevent unauthorized third party access to
<br />Client Data transmissions. Nothing in this section 8(b) (Li-
<br />mited Liablllty for Unauthorized Client Data Access) shall
<br />constitute a representation or warranty by Yardl that Client
<br />Data storage or transmission will be Inaccessible to unautho-
<br />rized third parties.
<br />c. Client Data Backup; Client Data Retrieval, Subject
<br />to Force Majeure Events, Yardi will: (1) execute (A) nightly
<br />database backups to a backup server, (B) incremental data-
<br />base transaction log file backups every 30 minutes to a
<br />backup server, (C) weekly backups of all Client Data and the
<br />default path to a backup server, and (D) nightly incremental
<br />backups of the default path to a backup server; (II) replicate
<br />Client's database and default path to an off -site location (i,a,,
<br />other than the primary data center); and (ill) save the last 14
<br />nightly database backups on a secure transfer server (i.e., at
<br />any given time, the last 14 nightly database backups will be
<br />on the secure transfer server) from which Client may retrieve
<br />the database backups at any time.
<br />9. Con dentlality.
<br />a. Confidential Information Definition. "Confidential
<br />Information" means all technical and non - technical informa-
<br />tion including: (1) Client Data, (11) patent, copyright, trade
<br />secret, and other proprietary information, (111). Inventions,
<br />know -how, processes, or algorithms, (iv) software programs,
<br />software source documents, object code, source code, data-
<br />base dictionaries, network diagrams, UML diagrams, Li-
<br />censed Programs Documentation, (v) development, design
<br />details and specifications, (vi) a party's financial information,
<br />(vii) customer lists, business forecasts, sales and marketing
<br />plans and Information, (viii) the prices offered or paid per
<br />this Agreement for Yardi's products and services, (Ix) SAS70
<br />reports and any information related to SAS70 reports, (x) this
<br />Agreements terms, and (xi) any other Information disclosed
<br />by a party, or to which a party is exposed because of this
<br />Agreement, that the disclosing party identifies as confidential
<br />at the time of disclosure or which — by Its nature - reasonably
<br />4
<br />,® Yardl , Client
<br />Confid ntial
<br />Date of Preparation: July 23, 2009 7 :22 AM
<br />
|