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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, meals, etc. Client acknowledges that training services
<br />for more than 12 Client trainees require Client to pay for 1
<br />additional Yardi trainer for each 12 Client trainees in excess
<br />of 12. Client agrees that Client must pay for any implements-
<br />tion/training services cancelled less than 0 business days
<br />prior to their scheduled date.
<br />d. Data Conversion. Yard! 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 Yardi - 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 dean-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 (it) Yardt's Fees for the additional servic-
<br />es.
<br />e. 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 />ence 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. 922LLAnd P
<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 idenfi-
<br />fied in Schedule A). The maximum number of Designated
<br />Users Is the total aggregate number of Designated 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 Die Licensed
<br />Programs. The agreed maximum Designated User and Unit
<br />numbers are set forth In Schedule A.
<br />b. Designated User Changes. Yardi 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 (0) each
<br />Designated User has a unique Password. A CiWx Designat-
<br />ed User change is subject to a one-time fee as specified in
<br />Schedule A,
<br />Clients licensed maximum number of Designated Users.
<br />d. Password Assignment. Client's application support
<br />POC 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 />9. 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 Yardi 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 />acknowiedges 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 SuaR211_4LV29rL
<br />01.
<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 />graders),
<br />b, Client Contacts. Client agrees to appoint an applica-
<br />tion support POC. Client may change the application support
<br />POC upon advance written notice to Yardl. Yardl shall have
<br />no obligation to contact, or communicate with, anyone re-
<br />garding application support and maintenance Issues except
<br />Client's application support POC. Client acknowledges that It
<br />is Client's responsibility to keep Clients application support
<br />POC current, and to notify Yardi 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 will 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 Yardi's entire
<br />application support team at all times.
<br />d. Application Support Services. Yardl shall provide
<br />application support for the Licensed Programs through Its
<br />account managers and technical staff to Client's application
<br />support POC. 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. Yard's application support service team will use commer-
<br />daily 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 />c, Additional Designated Users. Subject to: (I) at least nual periods shall begin on the Initiation Date (and each
<br />5 business days prior written notice from Client, (11) Client's Initiation Date anniversary) and end on each Anniversary
<br />execution of an amendment to this Agreement, and (iii) sub- Date, and will not include unused application support Ifine
<br />ject to payment of additional Fri 's, Yardl will increase from prior annual periods, If Client needs additional applies..
<br />Yard! Client
<br />Conflidentlal
<br />Doto of Preparation: July 23, 2009 7:22 AM
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