|
vided by this Agreamenl), time share; modify, reproduce,
<br />ocpy, make dorlvauve works from, draributa, publish, use to
<br />provide service bureau services, or publicly display the Li-
<br />censed Programs. Client may only Use the Licensed Pro.
<br />game for 6uaitteas Purposes, Client may not reverse engl-
<br />near, recompile or otherwise attempt to discover the source
<br />code for the Licensed Programs. Client may not permit any
<br />person or entlty, to breach the restitutions in fids aspdon 2(b)
<br />(Restricdons).
<br />c. Access to the Sita. Yardl will Use commercially
<br />reasonable efforts to make the Sits and the Licensed Pro-
<br />gress 0"Welide to Designated Users 24 -hours per day, 7
<br />daysper week, excluding downdma for maintenance and
<br />repair. Yardl has standing molnomardelrepairtbackap hours
<br />from 11:00 pm .each Soldier to 8:01). am (Psaif(o Tkna)
<br />such Sunday, and nighilqq Sunday to Frfday. from 12:00 em —
<br />2:00 am (Pacific Timo). Udl will provide as much advance
<br />notice to Client asreeaonablypossible under the oircuma-
<br />tancea for scheduled malnewance/repair down tlme outside.
<br />of the aforementioned standing hours, and Yardl will use
<br />commercially reasonable efforts to provide as mucic notice to
<br />Client 90 reasonably posalpla under the ofmumstences for
<br />emergency maintermeca/ropok downtime.
<br />8, Term and TQ Agmamalnsllan,
<br />warm. Title nf Will commence on the 6ffea-
<br />(Iva Pats slidremain In effect mol terminated in accord with
<br />this Agreement.
<br />It. Tottrdrtuden,fer Cgnmriarrca client may terminate this
<br />Agreement without cause and for its convenience upon Po
<br />calendar days prior written notice, Upon a termination for
<br />convenience, Client shall promptly paSany Undlepdted Fines
<br />owed to Yard[ as of the effective date of Clam's termination.
<br />If Client terminates. this Agreement pursuant to this section
<br />g(b) (Termination foe Canvenlenno), Cilem shall not be on -
<br />dead to a refund of any Fees.
<br />c. Termination for Cause, Slither party may terminate
<br />Ibis Agreement upon wdifan holes la the other party If the
<br />other party materially breaches this Agreement and falls to
<br />InftieteartrG Within 7 used Bad fallsto commuoiraly-and dill.
<br />goody work to caro 810 broach until the breach is cured.
<br />Termination pursuant to two section. a(o).(Termination for
<br />Cause) shall be e11e0llv0 upon dOwsry of written natles after
<br />expiration of the applicable cure period,
<br />d. Effect of Termination,
<br />(1)License Termination. Upon the affective date of
<br />mis Agreement's termination or expiration, (A) the license for
<br />the Licensed Programs and Licensed Programs Documenta-
<br />tion will terminate, (0) Client WIN casae Use of the Licensed
<br />Programs and Licensed programs Documentation, (G)
<br />Monts access to the Site and Licensed Programa wilt be
<br />dlsebted, and (D) Client shall pay any Undlopmed Foal to
<br />Yardl.
<br />(it) Return of Confidential Information, Upon this
<br />Agreement's termination or expiration effective date, the
<br />artier heal) comply With section gid) (Return of Coard"Usl
<br />Orm
<br />a. Survival. The parties' obligations under, and the
<br />provisions of, sections 4P(License Peas), 9(b) (UnitedLlablik
<br />ty for Unauhoo;4od. Client Data Access), g (Confdendafhr),
<br />10 (Warren es), 11 (Damage Limitations), 12 (Indeminf ce-
<br />tidn), 10 (Aselgmnart) and 18 (General Prsv)slons) shall
<br />survive this Alu semari lamination or oxpUailan.
<br />d. r a Pees.
<br />e. Faas. Cflant agrees to pay Yardl the Fees In accor-
<br />dance with Cha payment Corms set forth In Schedule A.
<br />er
<br />a. Fellto Pay, Client's failure to Venety pay any
<br />Undisputed Fee when due Is meferigt breach subject to the
<br />terms of section Sit).(Tennlnedan for Cause), Additionally,
<br />Undisputed Fees shall seems Interest from their due date
<br />unit l paid at Ole rate of 1,6% per month or the maximum rate
<br />allowed under applicators law whichever is less.
<br />c, Takes, The Fees ere exclusive of any tariff, duty, or
<br />tax, however designated; levied, or based Including, without
<br />Ilmltation, any taxes based on (1) this Agreement, (11) the
<br />Licensed Programs or DeUberabies, (111) Cllerirs Use of the
<br />Licensed Programs, (Iv) the Llcensad Programs Documents.
<br />than, .dr (Y) any matariets or supplies fumishad by Ysrdlper
<br />this Agreement. Client Is responsible for all applicable U nfia,
<br />duties or taxes (exclusive of texas based an Yarars not in-
<br />oama) appiloabta to title, Agreement,
<br />d, Partial Pee Disputes, if Cilent reasonably and In
<br />goad fallh disputes any Peas, and provides notice In accord
<br />Willi soouon 18(f) (Notices) of such dispute, Client agrees
<br />Iha( any undisputed portion of such Faaa are Undisputed
<br />pose sed Client agrees to timely pay any such Undisputed
<br />Feaa.
<br />a. Third Party .Software and Hardwarem
<br />cls, Client is salary responsible for puhasmg
<br />to access the Site end Use the Licensed Programs. Yardi
<br />shall: nct be liable for any such thirdpartysofwarear hard,
<br />wave, and -Clienteckrmwte ages and agrees that any sesta.
<br />lance provided by Yordi in ccnneohcn with such third part/
<br />software and-nardwms shall mat alter Client's responsibility
<br />or Yardi o liability disclaimer under this Paeg6ll a(a) (Third
<br />W. Ldastlom Implementation and training may (at
<br />Mom's election) take place at a location opacified by Client
<br />orvla telecommunications. vordl will bill Client for Initial Im-
<br />plemantimt,01ralning services as Indloand in Sehadule A.
<br />Ckantmay request additional omeito fmplemanetace/baking
<br />services (i.e., In addition to the on -sato Implemonla-
<br />tionleainingservices sotfonh In Schedule A) at any tlme and
<br />Yardl will make commerclally maeooabie efforts to timely
<br />accommodate Client's mquesL Additional onsite Impleme,
<br />lah0mraur ing services are subject to the panles' mutual
<br />agreement on: (I) the schedule for parfomranceof the nddb
<br />tonal services, and (11) Yard's roe for His additional servic•
<br />03,
<br />U, ort -SROs, Client acknowledges that In-peradn hn-
<br />piarrOmattcnikaining ser1100 visits at a Client locahun re-
<br />quire a minimum visit of 0 finds per visit, Mem agrees to
<br />emitClient
<br />Gonfi ntlal
<br />Date of preparation: July 23. 2009 7.22 AM
<br />I
<br />
|