Merchant
Services
cardconnect.
A First Data Company
Program
Terms and
Conditions
| (Program Guide)
CCNGov2210 SMB/CMM PART I: CONFIRMATION PAGE
PROCESSOR
INFORMATION: Name:- CardConnect, LLC a business unit of First Data Merchant Services, LLC Address: 1000 Continental Drive, Suite 300, King of Prussia, PA 19046 URL: www.cardconnect.com Customer Service #: 1-877-828-0720 Please read this entire Agreement. It describes the terms on which we will provide Merchant Processing Services to you.
This summary provides answers to commonly asked questions about your Agreement.
1. Your Discount Rates and other fees are calculated 5. This Agreement limits our liability to you. See Section 10 based on transactions qualifying for certain program of the General Terms & Conditions for further details. pricing and interchange rates levied by the applicable
Card Organization. Transactions that fail to qualify for 6. We have assumed certain risks by agreeing to provide you these rates will be charged an additional fee. Interchange with the Services. Accordingly, we may take certain actions to and program pricing levied by the Card Organization is mitigate our risk, including termination of this Agreement, and subject to change, (see Section 6 of the General Terms holding monies otherwise payable to you (see Sections 16 and 17 of the General Terms & Conditions).
2. We may debit your bank account (also referred to as your 7. By executing this Agreement with us you authorize us and Settlement Account) for amounts owed to us. our Affiliates to obtain and share financial and credit information regarding your business and the signers and guarantors of this
3. You are liable for Chargebacks and there are many Agreement until all your obligations to us and our Affiliates are reasons why a Chargeback may occur. When they occur we satisfied. will debit your Settlement Account. See Section 8 of the General Terms & Conditions. 8. For questions regarding your Merchant Processing Application and Agreement, please contact Customer
4. If you wish to dispute any charge or funding, you must Service at 1-877-828-0720. notify us within 60 days of the date of the statement on which the charge or funding appears.
Information about Bank: Your Responsibilities:
Your Bank, who is a Visa and Mastercard Member Bank, is a) You must comply in full at all times with this Agreement Wells Fargo Bank, N.A. (Bank) (including the Your Payments Acceptance Guide), all Card PO Box 6079, Concord, CA 94524
Organization Rules and all Cardholder and customer data Atto: Merchant Services (407) 237-6727 security and storage requirements. b) Bank is the entity approved to extend acceptance of Visa b) You may view and download the Your Payments Acceptance and Mastercard products directly to you and will be a party Guide at to the sections of this Agreement listed in Section 22. c) You may view and download the Interchange Qualification c) Bank works with Processor to provide the Services to you Matrix and American Express OptBlue® Guide at with respect to Visa Cards and to Mastercard Cards
d) Bank shall, either directly or through Processor, advise you d) You may download the Visa and Mastercard rules at:
of pertinent Card Organization Rules with which you must https://usa.visa.com/dam/VCOM/download/about-visa/visa-rules- public.pdf
e) Bank is responsible for and must provide settlement funds www.mastercard.us/content/dam/mccom/global/documents/ to you and will be responsible for all funds held in a reserve. mastercard-rules.palf. o For oracle to stay eat ran you mure knot traud
1) Please retain a signed copy of your Agreement.
Print Merchant's Business Legal Name: City of Redondo Beach, a chartered municipal corporation By signing below, you:
(i)
Consor hat you ace reced and tend to min Page it hange fate Schedule, and any addenda, amendments, replacement or renewal agreements); and (iD)
LAne be to as set out thine Apient in your capacity as a person authorized to sign on behalf of NO SALES REPRESENTATIVE IS AUTHORIZED TO ACCEPT OR AGREE TO ANY ALTERATIONS TO THIS AGREEMENT.
Business Principal:
x. Mayor May 5, 2020
Signature: Title Date
William C. Brand
Please Print Name of Signer
4 CCNGov2210 SMB/CMM APPROVED AS TO FORM:
Confidential
CITY ATTORNEY
cCNGov2210 SMB/CMM PART I: DUPLICATE CONFIRMATION PAGE
PROCESSOR
INFORMATION: Name: CardConnect, LLC a business unit of First Data Merchant Services, LLC Address: 1000 Continental Drive, Suite 300, King of Prussia, PA 19046 mri
REAL ESTATE SOFTWARE
ORDER DOCUMENT
Subscription License and Maintenance Services
This Order Document # incorporates by reference and is governed by the terms and conditions of the Master Agreement, the SaaS Services Schedule dated, and the Professional Services Schedule attached hereto and made effective as of the Effective Date of the Order Document (collectively, the "Agreement") between MRI and Client, and this Order Document is effective as of March 1, 2020 (the "Effective Date"): Capitalized terms that are not otherwise defined in this Order Document shall have the meanings set forth in the Agreement. This Order Document is an offer to make an offer and does not constitute a valid contract between the Parties until countersigned by MRi. Any pricing terms in this Order Document are valid for thirty (30) days following issuance of this Order Document.
City of Redondo Beach ("Client") 415 Diamond Street
HAPPY Software, LLC, an MRI Software LLC Company ("MRI"') Redondo Beach, 6A 90277 28925 Fountain Parkwa
COAl Solon, OH 44139
Signature:
Print Name: William AFTEST. Signature:
Title: Mayor Print Name: Roman Telerman
Cana Manga Title: VP, Finance
The Parties accept and B CLERK
CLIENT CONTACT INFORMATION
Administrator: John La Rock Technical Contact/Download Recipient: Angelica Zavala Address: 1922 Artesia Bivd. 1922 Artesia Blvd.
Address:
Redondo Beach. CA 90278 Redondo Beach, CA 90278
E-mail: [email protected] Voice: 310-318-0671 E-mail: [email protected] Voice: 310-318-0635
Fax: Cell: 310-961-6080 Fax:
Cell:
Billing Contact: Angelica Zavala Method of Delivery: X FP Site/Electronic Download Address: 1922 Artesia Blvd., Redondo Beach, CA 90278.
E-mail: [email protected] • Physical Delivery Voice: 310-318-0635
Fax:
LIMITED SOFTWARE LICENSE
Product License Metric Quantity Installation
Territory
Site
Units Up to 593 Units 1922 Artesia Blyd
1099s and Payment History USA
Users Up to 8 Named Users Redondo Beach, CA 90278
Units Up to 593 Units 1922 Artesia Blvd
Custom Forms USA
Users Up to 8 Named Users Redondo Beach, CA 90278
Direct Deposit Units Up to 593 Units 1922 Artesia Blvd
Users Up to B Named Users Redondo Beach, CA 90278 USA
FileMTCS 1922 Artesia Bivd
Units Up tọ 593 Units USA
Redondo Beach, CA 90278
File: Housing Authority of the City of Redondo Beach MRI Confidential Page 1 of 3 mri
REAL ESTATE SOETWARE
Users Up to 8 Named Users
Units Up to 593 Units 1922 Artesia Blyd
FSS Pro USA
•Users Up to 8 Named Users •Redondo Beach, CA 90278
Units Up.to 593 Units 1922 Artesia Blyd
Occupancy USA
Users Up to 8 Named Users Redondo Beach, CA 90278
Units Up to 593 Units • 1922 Artesia Blvd
Payments USA
Users Up to 8 Named Users Redondo Beach, CA 90278
Units Up to 593 Units 1922 Artesia Blvd
Remote Screen Sharing USA
Users Up to 8 Named Users Redondo Beach, CA 90278
Units Up to 593 Units 1922 Artesia Blvd
Tenants Accounts Receivable (TARs) USA
Users Up to 8 Named Users Redondo Beach, CA 90278
Units. Up. to 593 Units 1922 Artesia Blyd
Waiting List USA
Users Up to 8 Named Users Redondo Beach, CA 90278
Database Up to 1 Production Database 1922 Artesia Blyd
Each USA
Redondo Beach, CA 90278
SAAS SERVICES
Products License Metric Quantity Territory
Units Up to 593 Units
WaitlistCheck Online Application Status USA
Users Up to 8 Named. Users
. Units Up to 593 Units
WaitlistCheck Online Application Collection USA
Users Up to 8 Named Users
FEES.
Maintenance Level Initial Term (1) Effective Date First 12 months Fees (2) Payment Frequency US $14,543
• Standard Five (5) Years March 1, 2020 Annually in advance in U.S. (inclusive of Limited Software License Dollars
and SaaS Services Fees) •
(1) The Initial Term and any Renewal Term are non-cancelable, subject to termination rights as set forth in the Agreement. (2) MRI may, at any time after the first.twelve (12) months of the Initial Term in its sole, discretion, modify the Subscription Fees upon ninety (90) day prior notice to Client, however, if, and only if Client is on a currently supported version of the MRI Software, the Subscription Fees shall not increase in each subsequent twelve (12) month period by more than the greater of (i) three and a half percent (3.5%); or (ii) the increase in the US Bureau of Labor Statistics Consumer Price Index All Urban Consumers (CPI-U) for the most recent year. A twelve. (12) month period commences on the anniversary of the Effective Date. For purposes of notice in this footnote, email or first-class mail will suffice. (3) Further, Client agrees to. pay Invoice US-INV698209 and Invoice US-INV839885 within thirty (30) days of executing this Order Document.
File: Housing Authority of the City of Redondo Beach MRI Confidential Page 2 of 3 mri
REAL ESTATE SOFTWARE
LICENSE METRICS AND USE RIGHTS DEFINITIONS
Definitions
A "Unit" is a space rented or designed to be rented to a tenant for residential use and is characterized by a unique tenant, a unique mailing address, or a unique physical location.
A "Named User" license permits Clients to assign User IDs only to a fixed number of specifically named employee users or Affiliates, and simultaneous access to the licensed Program is limited to those specific named users.
A "Concurrent User" license permits Client to assign an unlimited number of User IDs to its employees or Affiliates' employees, but simultaneous access to the SaaS Services is limited to the number of authorized concurrent licenses paid for and held by the Client.
A "Property" is a building or space rented or designed to be rented to a tenant for residential use, including without limitation, a multi- family housing building, or an apartment complex and is characterized by multiple Units leased or rented to unique tenants, each with a unique mailing address, or a unique physical location.
Use Rights
The license to use the Software is priced based on License Metrics of Client and its Affiliates' as of the Effective Date of this Order Document and allows Client and its Affiliates to use the Software to manage up to the quantity set forth above. Additional licenses and associated Maintenance must be purchased by Client in the event the number of actual License Metrics exceeds such licensed quantity.
If Client's actual License Metrics exceed such licensed quantity, then MRI reserves. the right to charge a premium fee for any additional License Metric used. The cost for these additional licenses will be at MRI's then-current fees. There shall be no fees adjustments or refunds for any actual License Metrics decreases. Fees are based on quantity purchased, not usage.
Self-Certification: Without prejudice to MRI's audit rights pursuant to the Agreement, Client will, by March 1s* of each year, document and certify that use of the Software and Maintenance Services is in full conformity with the use rights granted hereunder. The Self- Certification Document can be found at http://www.mrisoftware.com/docs/self-certification.pdf:
License Period: The license to the Software granted hereunder is licensed for the Term, subject to the termination rights set forth in the Agreement and Section 2.1 of the Limited Software License and Maintenance and Support Schedule.:
DESIGNATED SUPPORT CONTACTS
Maintenance and Support may only be requested by two (2) Client Designated Support Contacts who have successfully completed MRI's standard training course. Client may change these Designated Support Contacts to other qualified personnel by promptly delivering in writing to MRI the names and contact information of the new Designated Support Contacts (email is sufficient). The Maintenance and Support fees are related to the number of contacts; access to support by any additional Designated Support Contacts will be subject to additional Maintenance and Support fees.
One (1) Designated Support Contact must be the Administrator listed above in this Order Document.
The initial Designated Support Contacts of Client are:
Name: John La Rock Name: Angelica Zavala
Title: Community Services Director Title: Housing Supervisor Phone: 310-318-0671 Phone: 310-318-0635
Address: 1922 Artesia Blvd., Redondo Beach, CA 90278 Address: 1922 Artesia Blvd., Redondo Beach, CA 90278 Email: [email protected] Email: [email protected] APPROVED AS TO FORM: INSURANCE APPROVED!
Milo luel BY: DATES11/2000
CITY ATTORNEY
File: Housing Authority of the City of Redondo Beach MRI Confidential Page 3 of 3 mri
REAL ESTATE SOFTWARE
MASTER AGREEMENT
This Master Agreement is entered into between MRI Software LLC ("MRI") and the Client named in the Order Document, and the authorized representatives of the Parties hereby execute this Master Agreement to be effective as of the Effective Date, as defined in the Order Document. As used in this Agreement, "Party" means either Client or MRI, as appropriate, and "Parties" means Client and MRI.
PURPOSE AND SCOPE
representation of the Administrators) without further verification of Master Agreement. This Master Agreement establishes the authority. MRI may, from time to time, in its sole discretion, require general terms and conditions to which the Parties have agreed in order written documentation of Client verifying the authority or continued to facilitate the licensing of residential and/or commercial property authority of any Administrator, which Client shall provide upon request. management enterprise software, content, other products and/or the At least one (1) Administrator must be a Designated Support Contact. An provision of related services. Additional product or service-specific terms Administrator must be an employee of the Client. and conditions are set forth in one or more Schedules (as further defined 1.6 Designated Support Contact. For the purposes of this Agreement, in Section 1.2 herein). "Designated Support Contacts" means the Client employees so
Il references to the "Master Arreement" shall mean this document designated by Client on the Order Document. The Client shall have the xclusive of Schedules. All references to the "Agreement" wherever number of Designated Support Contacts as designated on the Order Document. Only a Designated Support Contact shall be permitted to contact MRI for any Maintenance and Support services and shall have the Incorporation of Schedules. This Master Agreement shall fully authority to (i) log case requests; and (ii) receive status updates on cases. incorporate by reference the terms and conditions found in each of the A Designated Support Contact must be an employee of the Client.
Schedules marked on the Order Document 1.7 Client User. For the purposes of this Agreement, "Client User" The Parties may execute, from time to time, additional Schedules under means a Client.employee or Client Affiliate, acting directly on behalf of the terms of this Master Agreement. Client and using the Software, or Services solely for the purpose of the Client's internal business operations. If an Affiliate is a Client User, Client
1.3 Incorporation of Order Documents. warrants that it has the authority to bind such Affiliate(s) to the terms of "Order Document" means the documents), regardless of its actual the: Agreement and any applicable Schedule and further warrants that name, executed by the Parties which incorporates by reference the terms Client shall be jointly and severally responsible (with any such Affiliates) ot this Master Agreement and applicable Schedules, and describes for a breach of such terms by its Affiliates. Client shall only permit Client Client's order-specific information, such as description of Software or Users to access and use any Software or Service and represents and Services ordered, license scope, use and restrictions, fees, milestones, warrants that-äll Client Users shall comply with the terms and conditions and/or Third Party EULAs, if any. of, use set,forth in this Agreement and each such Client User shall be At any time after execution of the initial Order Document, Client may bound by a nondisclosure agreement with provisions that are at least as purchase additional Software licenses or Services or otherwise expand restrictive as the terms of this Agreement. Client shall indemnify and hold the scope of such license or Services granted under an Order Document; MRI harmless for all loss, damages, costs and expenses (including upon MRI's receipt and acceptance of a new Order Document specifying reasonable attorneys' fees) incurred by MRI for any breach or other : violation of this Agreement by a Client User. An independent contractor, agent or other third party acting on behalf of Client may be deemed a Incorporation of EULAs. Client's use of any-Third Party Software Cltent User upon prior written consent of MRI, which MRI shall determine licensed hereunder or incorporated in the Saas Services shall be subject in its sole discretion, and may require such independent contractor, to, and Client shall comply with, the Agreement and any applicable agent or other third party to certify with or enter contractual terms with EULAs, if any, the terms of which may be incorporated in the Agreement MRI acceptable to MRI. In no event shall the combined use of the Software or contained in a separate document. As between Client and MRI, to the or Services hereunder by Client and its Client Users exceed the Licensed extent any terms and conditions of this Master Agreement or a Schedule Metrics authorized under the applicable Order Document. conflict with the terms and conditions of a Third Party EULA, the terms and conditions of this Master Agreement and the Schedule shall control Owner. The Software is designed to be used for residential and/or unless the Third Party EULA explicitly overrides a term or condition of commercial property management. If the Client is not the owner of such the Master Agreement or, Schedule. However; should a dispute arise property or not the owner of all such properties for which the Software between Client and the Third Party Software provider, the terms of the or any Service is utilized; but rather, Client is the manager for the owner applicable Third Party EULA shall control but only to the extent MRI is not of such property (with the non-Client property owner. defined as a party to such dispute: By way of example, if this Agreement is subject "Owner"), then Client represents that Client either: (i) is entering this to Ohio Law and a Third Party EULA is subject to California law, a dispute Agreement directly in privity with MRI; or (it) is the duly appointed agent among MRI, Client and the Third Party Software provider would be subject of the Owner and has the authority to enter into and perform the to Ohio law,: but a dispute only between Client and the Third Party Agreement and use the Software and Services pursuant to the terms set Software provider would be subject to California law. Each Third Party forth in the Agreement. Client shall at all times be solely liable for the Software provider shall be considered a third party beneficiary of the payment of all fees and the observance of all obligations, terms and Agreement, with rights to enforce the terms of the Agreement and the conditions of the Agreement, regardless of any action, inaction or EULA, if any, against Client, pursuant to the terms of Section 10.14 nonpayment by any Owner. Client shall keep MRI apprised in writing at all times of the identity and contact information of the Owner, and if Client's relationship changes with respect to the Owner (by way of Administrators. purposes of this Agreement, example and not by way of limitation, such as if Client's agency or "Administrators" means the individual so designated by Client on the management relationship with Owner terminates). If Client's relationship Order Document. An Administrator has full administrative privileges for with an Owner or a particular property terminates for any reason, Client all Software and Services, including without limitation (i) creating, shall continue to be liable for any and all fees related to such Owner or deleting or modifying databases or user accounts; (ii) creating, deleting, property regardless of when such fees are billed by MRI. Client shall copying, restoring or requesting copies of databases; (ili) requesting immediately notify MRI in the event of any change in ownership or control security and audit reporting; (iv) security class modification; and (v) site (including any change in control pursuant to a management contract) of modification. Once named, the Administrators) shall have sole authority Client, Owner or any of the properties, sites, or communities authorized to instruct MRI and make decisions on behalf of Client regarding Client's for use of any Software or SaaS Service. Client shall undertake all use of the Software or Services. MRI shall be entitled to rely upon any reasonable efforts to assist in deactivating the ability of any such sold or mri
•REAL ESTATE SOFTWARE
transferred properties, sites andcommunities to use or benefit from any www.mrisoftware.com/maintenanceandsupport, which may be subject to Software or SaaS Service. Client shall remain fully liable for the use of update by MRI from time to time. any Software or SaaS Service until proper notification is completed. "MRI Software" means each MRI-developed and/or MRI-owned software DEFINITIONS • product in. machine readable object code (not source code), the Documentation for such product, and any Updates and Upgrades thereto "Affiliate" means an entity controlling, controlled by or under common (if purchased by Client). control with a Party to the Agreement where control means the "Owner" is defined in Section 1.8. ownership or control, directly or indirectly; of more than fifty percent (50%) of all the voting power of the shares (or other securities or rights) "Professional Services" means data conversion, implementation, site entitled to vote for the election of directors or other governing authority. planning, configuration, integration and deployment of the Software or Saas "Client" means the entity that has entered into this Agreement with MRI. Services, training, project management and other consulting services. "Client" also refers to Affiliates authorized to use the Software and "Protected Materials" Software; Services in accordance with Section 1.7. Configurations, lense keys and MRl's or its licensors" intellectual "Client Data" means any data and information that Client provides, Property or Confidential Information. generates, transfers or makes available to MRI under the Agreement, "Saas Services" the provision of the Software and/or Content as a whether printed, electronic, or in some other format. Client Data shall service which is hosted by MRI or its hosting providers and which is also include data and information belonging to Owner as well as Owner's . accessed by Client via the intemet, as more fully described in the Saas customers and Client's customers. Services Schedule and associated Order Document (s). "Content" means any information, data, text, software, music, sound, "Services" means collectively (f) the Professional Services; (i) photographs, graphics, video messages or other material to which Client Maintenance and Support, and (ill) SaaS Services. is provided access through MRI or the Software. "Software: means collectively the MRI Software and Third Party "Configurations" means, regardless of whether such Configurations are Software. performed by MRI, Client or Client User, (i) configurations implemented "Third Party. EULA" or "EULA": the end user license agreement, if any, through use of the MRI application toolkit or other MRI approved industry that accompanies or pertains to the Third Party Software, and that is standard toolkit, and not through source code change, or (li) incorporated into the Agreement, appended to the Order Document or is modifications to standard services reports. Notwithstanding any other otherwise published by the third party supplier, and which governs the provision in the Agreement, if Client has Configurations performed by a use of-or access by Client to the applicable Third Party Software. A third party, such third party must be qualified as a Client User pursuant current list, of Third to Section 1.7 prior to the disclosure of any MRI Confidential Information www.mrisoftware.com/EULA, which may be updated from time totime. "Third. Party Software" means software in object code form, including Documentation, Updates and Upgrades (if purchased by Client), owned By an entity other than MRI which are to be provided to Client by MRI on a pass-through, reseller or OEM basis pursuant to the terms of the EULA. "Functional Specifications" means those specifications of. the MRI "Updates" means a new version of the Software, if and when developed Software's functionality as set forth in the MRI Software LLC and. after the effective date of the Order Document, which MRI makes Affiliated companies Functional Specifications, which may be found on generally available to its customers as part of the Maintenance and www.mrisoftware.com/MRIfunctionalspecs.asp, which specifications Support. Updates include bug fixes, patches, error corrections, non-new may be updated from time to time by MRI upon posting new specifications platform changes, or minor modifications or revisions to the Software that enhance existing performance. Updates exclude Upgrades and new "Intellectual Property" means any and all intéllectual property. rights, products, modules or functionality for which MRI generally charges a recognized in any country or jurisdiction in the world, now or hereafter separate fee. existing, and whether or not perfected, filed, or recorded, including . "Upgrade" means a new Software release that may contain (i) new without limitation inventions, technology, patents rights (including applications; (i) major functionality enhancements or improvements; patent applications and disclosures), copyrights; trade secrets, and/or (iii) a new platform, which MRI designates as an Upgrade and for service marks, trade dress, methodologies, procedures, which MRI charges a separate license fee or, at MRI's election, new know-how, tools, utilities, techniques, various concepts, modules or products, or major releases that include significant feature ideas, methods, models, templates, software, source code, algorithms, enhancements or significant architectural modifications for which MRI the generalized features of the structure,- sequence and organization of charges an incremental upgrade fee. software, user interfaces and screen designs, general purpose consulting and software tools, utilities and routines, and logic, coherence and methods of operation of systems, training methodology and materials, 3.1 Fees and Payment Terms. Fees are specified in the applicable which MRI has created, acquired or otherwise has rights in, and may, in Order Document. Fees are exclusive of, and Client is responsible for, connection with the performänce of Services hereunder, create, employ, provide, modify, create, acquire or otherwise obtain rights in. Payment of all fees is due thirty (30) days after the invoice date, unless "License Metrics" means the limitation on the usage of each of the otherwise agreed in the Order Document. Client is responsible for Software and Maintenance and Support services as designated and/or providing an accurate billing contact on the Order Document and defined in the applicable Order Document by a term such as the number updating that billing contact as needed from time to time such that MRI of leases, units, assets, users and the like. always has an accurate billing contact for Client. If Client fails to make "Maintenance and Support" includes (i) phone assistance and payments of any fees due under the Agreement, Client shall be in workarounds so that the Software operates in material conformance with material breach of this Agreement. MRI will be entitled to suspend its the Functional Specifications, and (ii) Updates, all of which are provided performance upon ten (10) days' written notice to Client and/or to under MRI's Maintenance and Support Policies (as may be amended by modify the payment terms, and to require full payment before any MRI from time to time in effect at the time the Support is provided. For additional performance is rendered by MRI. Notwithstanding any of MRI's the avoidance of doubt, Support excludes Professional Services. rights enumerated in Sections 3.1 or 9 of this Master Agreement, if MRI terminates in accordance with Section 9.2, MR may accelerate all future "Maintenance and Support Policies" means those policies and amounts to be due, such that all remaining periodic payments for the procedures listed in the Maintenance and Support Policies, that may also then current term of the applicable Order Document are immediately due and owing. Client shall be responsible to pay any collection expenses mri
(including attorneys' fees) incurred by MRI. Unless expressly provided REAL ESTATE SOFTWARE otherwise, fees paid or payable for Software licenses, SaaS Services or of any Confidential Information may give rise to irreparable injury to the Party whose information is disclosed, which injury may be inadequately Maintenance and Support are not contingent under any circumstances compensated in damages. Therefore, either Party may seek injunctive relief upon the performance of any Professional Services. against the other Party's breach or threatened breach of this Section 4 as
3.2 Taxes. Unless expressly provided otherwise, the prices in the well as any other legal remedies that are available.
Agreement do not include taxes. Client agrees to pay any taxes, other4.5 5. PRIVACY than those based on MRI's net income, arising out of the Agreement. If Client is tax-exempt, Client agrees to send MRI a copy of its tax-exempt Client represents and warrants that before providing non-public personal certificate prior to execution of a Schedule. Client agrees to indemnify or financial information to MR or its agents, it will comply with any laws MRI from any liability or expense incurred by MR as a result of Client's applicable to the disclosure of personal information, including providing failure or delay in paying taxes due. notices to or obtaining permission from third parties to allow sharing of Travel Expenses. In the event that MRI must travel to provide personal information with Services, the MRI shall notify Client of any applicable expenses to be Notwithstanding anything in this Agreement to the contrary, Client incurred by Client prior to such expenses being incurred. hereby grants to MRI a perpetual, non-cancelable, worldwide, non- exclusive right to utilize any data that arises from the use of the Products Defined. By virtue of the Agreement, the Parties may be exposed by Client whether disclosed on or prior to the Effective Date for any to or be provided with certain confidential and proprietary information of legitimate business purpose, including the right to sublicense such data the other Party or third parties, including but not limited to information to third parties, on an anonymous or aggregate basis only, subject to all designated as confidential in writing or information which by its nature legal restrictions regarding the use and disclosure of such information.. ought to be in good faith considered confidential and proprietary to the If the Client provides personal data to MRI, then Client hereby disclosing Party ("Confidential Information"). To the extent permitted acknowledges that: it has obtained the legally required consents to such under applicable law, Confidential Information of MRI and/or its licensors provisions of personal data, and Client shall ensure that it complies with all all trade secrets, software, source code, object code, applicable laws that apply to Client as the data controller of such personal specifications, documentation, business plans, customer lists and data in connection with the data transfer MRI will take reasonable measures customer-related information, financial information, proposals, budgets to protect the security of such personal data transferred by Client to MRI. as well as results of testing and benchmarking of the Software or Services, 6. LIMITED RIGHTS AND OWNERSHIP product roadmap, data and other information of MRI and its licensors relating to or embodied in the Software or Documentation. MRI's 6.1 Reservation of Rights. All rights not expressly granted in the placement of a copyright notice on any portion of any Software will not Agreement are reserved by MRI and its licensors. Client acknowledges be construed to mean that such portion has been published and will not that: (i) all Software is licensed and not sold and all Content is derogate from any claim that such portion contains proprietary and subscribed to and not sold; (ii) Client acquires only the right to use the confidential information of MRI. Notwithstanding the foregoing, nothing Protected Materials and MRI, its licensors, and Content providers shall described herein shall be deemed to be prohibited from disclosure under retain sole and exclusive ownership of all rights, title, and interest in the Public Records Act (Government Code section 6250-6276.48) but only the Protected Materials, including (whether developed by MRI, Client, to the extent required under the law; provided, however, that the records Client User, or other third party) (a) Intellectual Property embodied in are not exempt from disclosure. or associated with the Protected Materials, (b) deliverables and work product associated with the Protected Materials, and (c) all copies and Non-Disclosure. Each Party will protect the other Party's derivative works thereof; and (iii) the Protected Materials, including the Confidential Information from unauthorized use or dissemination and use source and object codes, logic and structure thereof, constitute the same degree of care that each such Party uses to protect its own valuable trade secrets of MRI and its licensors. Client hereby assiens to confidential information, but in no event less than a reasonable amount MRI all right, title and interest in and to Configurations developed by of care. Neither Party will use Confidential Information of the other Party Client, Client User or by any other third party on behalf of Client; for purposes other than those necessary to directly further the purposes however, Client shall retain a license to use such Configurations for so of the Agreement. Neither Party will disclose to third parties Confidential long as Client retains a license to use the Software or SaaS Services, as Information of the other Party without prior written consent of such other applicable, used in conjunction with such Configurations. Client agrees Party. Notwithstanding anything in this Agreement to the contrary, Client to secure and protect the Protected Materials consistent with the agrees that, upon request by Owner, MRI may communicate directly with maintenance of MRI's and its licensors' rights therein, as set forth in the Owner about all aspects of the Agreement, the Client Data, and any this Master Agreement. Client agrees to execute such further other Client Confidential Information, if applicable. instruments, and take such further actions as MRI may reasonably Exceptions. Information shall not be. considered Confidential request, at MRI's expense, to apply for, register, perfect, confirm, and Information to the extent, but only to the extent, that the receiving Party protect MRI's rights. Client shall reimburse MRI for any and all can establish that such information (i) is or becomes generally known or expenses that MRI may incur (including interest, attorneys' fees and available to the public through no fault of the receiving Party; (fi) was other legal expenses) in connection with MRI's efforts to enforce its rightfully in the receiving Party's possession before receipt from the rights against Client with respect to the Protected Materials, or any of disclosing Party free of any obligation to keep it confidential; (iii) is MRI's Intellectual Property rights in the event MRI prevails in such lawfully obtained from a third party who has the right to make such enforcement efforts. disclosure; or (iv) has been independently developed by the receiving 6.2 Restrictions. Client shall not itself, or through any Affiliate, Client Party without reference to any Confidential Information of the disclosing User, employee, consultant, contractor, agent or other third party: (i) sell, resell, distribute, host (except Client shall be permitted to host the MRI Compelled Disclosure. The receiving Party may disclose Software with respect to a perpetual software license), lease, rent, license Confidential Information of the disclosing Party if it is compelled by or sublicense, in whole or in part, the Protected Materials; (ii) decipher, law, including without limitation the Public Records Act to do so; decompile, disassemble, reverse assemble, modify, translate, reverse provided the receiving Party gives the disclosing Party sufficient prior engineer or otherwise attempt to derive source code, algorithms, tags, notice of such compelled disclosure (to the extent legally permitted) specifications, architecture, structure or other elements of the Software, to permit the disclosing Party a reasonable opportunity to object to including the license keys, in whole or in part, for competitive purposes or the compelled disclosure and to allow the disclosing Party the otherwise; (111) allow access to, provide, divulge or make available the opportunity to seek a protective order or other appropriate remedy. Protected Materials to any user other than Client Users; (iv) write or develop The receiving Party shall provide reasonable any derivative works based upon the Protected Materials, disclosing Party's cost, if the disclosing Party wishes to contest the authorized Configurations; (v) modify, adapt, translate or otherwise make any changes to the Protected Materials or any part thereof; (vi) use the
4.5 Remedy/Injunctive Relief. The Parties acknowledge that disclosure Protected Materials to provide processing services to third parties, or otherwise use the same on a 'service bureau' basis, other than on behalf of mri
• REAL ESTATE SOFTWARE
Owner, if applicable; (vii) disclose or publish, without MRI's prior written promptly gives Client written notice of the Client Claim, (b) gives Client sole consent, performance or capacity statistics or the results of any control of the defense and settlement of the Client Claim (provided that benchmark test performed on the Protected Materials; or (viil) otherwise Client may not settle or defend any Client Claim unless it unconditionally use or copy the Protected Materials except as expressly permitted herein. releases MRI of all liability), and (c) provides Client all reasonable assistance,
6.3 Client Data. Notwithstanding anything in this Agreement to the at Client's cost. For purposes of this Section 7.4 only, "MRI" shall include MRI contrary, Client and/or Owner retains sole and exclusive ownership to and its Affillates, and each of their members, owners, officers, directors, any and all Client Data. employees, agents, successors and assigns.
6.4 License Grant by Client. Client grants to MRI a non-exclusive, royalty DISCLAIMERS AND LIMITATION OF LIABILITY. free license to use equipment, software, Client Data or other material of 8.1 Disclaimer of Warranties. THE WARRANTIES, IF ANY, SET FORTH Client solely for the purpose of performing MRI's obligations under the IN THE SCHEDULES ARE IN LIEU OF, AND MRI, ITS LICENSORS AND
SUPPLIERS EXPRESSLY DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY
6.5 Enforcement. Client shall (i) ensure that all users of Protected LAW, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, Materials comply with the terms and conditions of the Agreement, (ii) INCLUDING, WITHOUT LIMITATION, (i) ANY WARRANTY THAT ANY promptly notify MRI of any actual or suspected violation thereof and (iii) SOFTWARE, SAAS SERVICE, CONTENT; DELIVERABLES OR OTHERSERVICES cooperate with MRI with respect to investigation and enforcement of the ARE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION OR THAT Agreement. The Software contains code-based protections that serve to ALL ERRORS WILL BE CORRECTED; (ii) ANY AND ALL IMPLIEDWARRANTIES prevent and remedy violations of the license restrictions. If the Software OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON- is hosted on Client's technology systems, MRI may access the Software INFRINGEMENT, (iif) ANY WARRANTY THAT. CONTENT AND/OR THIRD remotely in order to ensure Client's compliance with the license terms PARTY SOFTWARE WILL BE ACCURATE, RELIABLE AND ERROR-FREE AND and other restrictions of the Agreement. (iv) ANY AND ALL IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. NO ADVICE, OR INFORMATION • GIVEN BY MRI, ITS • AFFILIATES,
Intellectual Property Infringement. MRI will defend or settle, at CONTRACTORS OR EMPLOYEES SHALL CREATE OR CHANGE ANY WARRANTY its option and expense, any action, suit or proceeding brought against PROVIDED HEREIN. ALTHOUGH CERTAIN OF THE SOFTWARE AND CONTENT Client by a third party that the MRI Software or SaaS Services infringe a MAY BE DESIGNED TO HELP CLIENTS COMPLY WITH APPLICABLE LAWS AND third party's USA patent, registered copyright, or registered trademark REGULATIONS, MRI HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT ("IP Claim"). MRi will indemnify Client against all damages and costs TO THE SUFFICIENCY OR ACCURACY OF THE SOFTWARE AND CONTENT IN finally awarded or those costs and damages agreed to in a monetary THIS REGARD; MOREOVER, VARIOUS STATE LAWS MAY APPLY, AND THE settlement of such action, which are attributable exclusively to such IP SOFTWARE DOES NOT INCORPORATE STATE LAW REQUIREMENTS. ALL Claim, provided that Client: (i) promptly gives written notice of the IP SUCH LAWS AND REGULATIONS MAY CHANGE FROM TIME TO TIME, AND Claim to MRI; (iii) gives MRI sole control of the defense and settlement of THE SOFTWARE AND CONTENT MAY NOT BE UPDATED TO REFLECT SUCH the IP Claim (provided that MRI may not settle or defend any MRI Claim unless CHANGES. CLIENT SHOULD CONSULT AN ATTORNEY WITH RESPECT TO it unconditionally releases Client of all liability) (iti) provides MRI, at MRI's COMPLIANCE WITH ALL APPLICABLE LAWS AND REGULATIONS. expense, with all available information and assistance relating to the IP Connection Over Internet. CLIENT ACKNOWLEDGES THAT USE OF Claim and cooperates with MRI and its counsel; and (iv) does not
OR CONNECTION TO THE INTERNET PROVIDES THE OPPORTUNITY FOR compromise or settle such IP. Claim UNAUTHORIZED THIRD PARTIES TO CIRCUMVENT SECURITY PRECAUTIONS
7.2 Indemnification Exceptions. MRI has no obligation to the extent AND ILLEGALLY GAIN ACCESS TO THE SERVICES AND CLIENT DATA. any IP Claim results from: (i) Client having modified the MRI Software or ACCORDINGLY, MRI CANNOT AND DOES NOT GUARANTY THE PRIVACY, SaaS Services or used a release other than a current unaltered release of SECURITY OR AUTHENTICITY OF ANY INFORMATION SO TRANSMITTED the MRI Software, if such an infringement would have been avoided by the OVER OR STORED IN ANY SYSTEM CONNECTED TO THE INTERNET. use of a current unaltered release of the MRI Software, (il) Content and/or Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY any Third Party Software, (iii) Configurations or (iv) the combination, LAW, MRI'S TOTAL LIABILITY (INCLUDING ATTORNEYS" FEES AWARDED operation or use of the MRI Software or SaaS Services with software or data
UNDER THE AGREEMENT) TO CLIENT FOR ANY CLAIM BY CLIENT OR ANY not provided by MRI.
THIRD PARTIES UNDER THE AGREEMENT, EXCLUDING LIABILITY PURSUANT Infringement Remedies. If it is adjudicated that an infringement TO SECTION 7 (Indemnification), WILL BE LIMITED TO (i) WITH RESPECT TO of the MRI Software or Saas Service by itself and used in accordance with PERPETUAL SOFTWARE LICENSES OR PROFESSIONAL SERVICES, THE FEES any USA patent, registered copyright, or -PAID BY CLIENT FOR THE SOFTWARE OR SERVICE WHICH IS THE SUBJECT registered trademark, MRI shall, at its option: (i) procure for Client the MATTER OF THE CLAIM LESS 1/36 THEREOF FOR EACH MONTH OR PORTION right to continue using the MRI Software or SaaS Service; (ii) replace or THEREOF SINCE THE EFFECTIVE DATE AND (II) WITH RESPECT TO SAAS modify the same so it becomes non-infringing; or (iii) MRI shall terminate SERVICES, TERM LICENSES AND MAINTENANCE AND SUPPORT, THE FEES PAID the applicable license or Service and shall refund to Client (a) with respect FOR THE PRIOR TWELVE (12) MONTHS FOR THE SOFTWARE OR SERVICE to a perpetual license to the MRI Software, the license fees for the affected WHICH IS THE SUBJECT MATTER OF THE CLAIM.
Software, less 1/12 thereof for each month or portion thereof since the 8.4 Third Party Software and Content. WITH RESPECT TO ANY THIRD PARTY original Effective Date, or (b) with respect to SaaS Services and/or limited . SOFTWARE OR CONTENT. PROVIDED TO CLIENT UNDER THE AGREEMENT, term Software licenses, the pre-paid portion of the SaaS Services or term INCLUDING ANY MODULES OF THE SAAS SERVICES THAT MAY CONTAIN THIRD license fees paid to MRI for the affected MRI Software or Service. SECTIONS •PARTY SOFTWARE OR CONTENT, CLIENT AGREES THAT ( MRI MAY ADD
7.1, 7.2 AND 7.3 STATE MRI'S ENTIRE OBLIGATION TO CLIENT AND CLIENT'S AND/OR SUBSTITUTE FUNCTIONALLY EQUIVALENT PRODUCTS FOR ANY SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF INFRINGEMENT. THIRD PARTY SOFTWARE IN THE EVENT OF PRODUCT UNAVAILABILITY, END- Client Indemnification. Client shall defend MRI against any OF-LIFE, OR CHANGES TO SOFTWARE REQUIREMENTS; (II) THE PROVISION OF clam, demand, suit, or proceeding made or brought against MRI by a third CONTENT IS SUBJECT TO AVAILABILITY FROM THIRD PARTY CONTENT party arising out of or related to (i) the Client Data; (ii) Client's or its users' PROVIDERS AND MRI SHALL HAVE NO LIABILITY SHOULD SUCH CONTENT use of the Software or the SaaS Services in violation of the Agreement; (ili) BECOME UNAVAILABLE FOR ANY REASON OR IS NO LONGER AVAILABLE UNDER Client or any user infringing ormisappropriating the Intellectual Property REASONABLE. COMMERCIAL TERMS; (III). CLIENT'S USE OF ANY THIRD PARTY rights of a third party or violating applicable law; or (iv) Client's or its SOFTWARE SHALL BE SUBJECT TO, AND CLIENT AND USERS SHALL COMPLY users' use or misuse of the Software or SaaS Service or Client's or its users' WITH, THE AGREEMENT AND ANY APPLICABLE THIRD PARTY EULAS; (IV) MRI use or misuse of the Client Data (including, without limitation, accessing, MAKES NO WARRANTY WITH RESPECT TO ANY THIRD PARTY SOFTWARE OR providing access, using or distributing the Client Data) (each of the above ANY CONTENT; AND (V) CLIENT'S SOLE REMEDY WITH RESPECT TO SUCH a "Client Claim"). Client shall indemnify MRI for all damages and costs THIRD PARTY SOFTWARE SHALL BE PURSUANT TO THE ORIGINAL LICENSOR'S finally awarded against, and for reasonable attorneys' fees incurred by, WARRANTY, IF ANY, TO MRI, TO THE EXTENT PERMITTED BY THE ORIGINAL MRI in connection with any Client Claim, or those costs and damages agreed LICENSOR. CONTENT AND THIRD PARTY SOFTWARE ARE MADE AVAILABLE ON to in a monetary settlement of such Client Claim; provided that MRI (a) AN "AS IS, AS AVAILABLE" BASIS..• mri
8.5 No Special Damages. IN NO EVENT WILL MRI BE LIABLE TO CLIENT FOR • REAL ESTATE SOFTWARE assets to another entity. Neither Party may otherwise assign or transfer ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, TREBLE OR the Agreement without the prior written consent of the other Party.
CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT. LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, STAFF TIME, GOODWILL, USE, DATA, OR 10.4 Notice of U.S. Government Restricted Rights. If the Client ECONOMIC ADVANTAGE), WHETHER BASED ON BREACH OF hereunder is the U.S. Government; or if the Software is acquired CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), . hereunder on behalf of. the U.S. Government with U.S. Government LIABILITY OR OTHERWISE, WHETHER OR NOT MRI HAS federal funding, notice is hereby given that the Software is commercial PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. computer software and documentation developed exclusively at private expense and is furnished as follows: "U.S. GOVERNMENT RESTRICTED
8.6. RESERVED.
RIGHTS. Software delivered subject to the FAR 52.227-19. All use,
8.7 Survival. THIS SECTION SHALL SURVIVE FAILURE OF ANY EXCLUSIVE duplication and disclosure of the Software by or on behalf of the U.S.
REMEDY. Government shall be subject to this Agreement and the restrictions
9. TERM AND TERMINATION contained in subsection (c) of FAR 52.227-19, Commercial Computer
9.1 Term. The term of this Master Agreement shall commence on the Software - Restricted Rights (June 1987)".
Effective Date set forth above and shall continue in full force and effect 10.5 Export. Client shall comply fully with all relevant export laws and until the expiration or termination of all Schedules, unless otherwise regulations of the United States and other applicable jurisdictions to terminated earlier as provided hereunder. ensure that the Software is not exported, directly or indirectly, in violation of those laws.
9.2 Termination. Either Party may terminate the Agreement including all Schedules immediately upon written notice in the event that 10.6 Non-solicitation. During the term of this Master Agreement and the other Party commits a non-remediable material breach of the for a period of one year following its termination, Client will not employ Agreement, or if the other Party fails to cure any remediable material or solicit for employment directly or through other parties, without the breach or provide a written plan of cure acceptable to the non-breaching MRI's written permission, any individual employed by MRI. If a Party Party within 30 days of being notified in writing of such breach. breaches this Section 10.6, such Party shall pay to the non-breaching Party a sum equal to 150% of the hired employee's annual salary while Where a Party has a right to terminate the Agreement, the non-breaching such employee was employed by the non-breaching Party, and such Party may at its discretion either terminate the Agreement or the payment shall be made within 30 days of hiring such employee. applicable Schedule. Schedules that are not terminated shall continue in full force and effect under the terms of this Master Agreement. 10.7 Compliance. During the term of this Master Agreement and for a period of one year following its termination, Client shall maintain and make
9.3 Post-Termination Obligations. Following termination of the available to MRI records sufficient to permit MRI or an independent auditor Agreement or a Schedule (for whatever reason), Client shall certify retained by MRI to verify, upon thirty (30) days' written notice, Client's full that it has returned or destroyed all copies of the applicable Software, compliance with the terms and requirements of the Agreement. Such audit Content and Confidential Information of MRI and acknowledges that its shall be performed during regular business hours. Client shall promptly cure rights to use the same are relinquished. Termination of this Agreement any such noncompliance, including without limitation through the payment for any reason shall not excuse Client's obligation to pay in full any of any and all fees owed to MRI during the period of noncompliance; and all amounts due, nor shall termination by MR in accordance with provided, however, that the obligations under this Section do not Section 9.2 result in a refund of fees paid. Client shall use its constitute a waiver of MRI's termination rights. Client acknowledges that commercially reasonable efforts to remove all Client Data from any the Software may include a license manager component to track usage of Software or Saas Service prior to termination of the Agreement or the Software and agrees not to impede, disable or otherwise undermine applicable Schedule. Client may engage MRI to assist Client in removing such license manager's operation.. such Client Data at MRI's then standard rates. If any Client Data remains in the Software or SaaS Service more than 30 days after the 10.8 Notices. Any notice required or permitted to be sent under the effective date of termination, MRI may, in its sole discretion and Agreement shall be delivered by hand, by overnight courier, or by certified without notice, delete any and all Client Data. At any time before or mail, to the address of the Parties first set forth in the Agreement or to after termination, if an Owner requests that any Client Data be such other address of the Parties designated in writing in accordance with this subsection:
provided directly to such Owner, Client agrees that MRI may transfer such Client Data directly to such Owner, and that MRI shall not be liable 10.9 Relationship. The Agreement is not intended to create a for any damages that result from the transfer of Client Data to an partnership, franchise, joint venture, agency, or a fiduciary or employment relationship. Neither Party may bind the other Party or act in a manner which expresses or implies a relationship other than that of independent contractor.
10.10 Invalidity. If any provision of the Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality andenforceability of the remaining provisions shall not in any way be affected or impaired. other Party within ninety (90) business days of its receipt of such materials from the other Party. 10.11 Survival. The following provisions will survive any termination or
10.2 Force Majeure. Neither Party shall incur any liability to the expiration of the Agreement or a Schedule: Sections 1, 2, 3, 4, 6.1, 6.2, other Party on account of any loss, claim, damage or liability to the 6.5, 7, 8, 9, and 10. extent resulting from any delay or failure to perform all or any part of this Agreement (except for payment obligations), if and to the extent 10.12 No Waiver. Any waiver of the provisions of the Agreement or of a such delay or failure is caused, in whole or in part, by events, Party's rights or remedies under the Agreement must be in writing and occurrences, or causes beyond the control and without any negligence include a signature by an authorized representative of each Party to be on the part of the Party seeking protection under this Section. Such effective. Any such waiver shall constitute a waiver only with respect to the events, occurrences, or causes shall include, without limitation, acts specific matter described in such writing and shall in no way impair the of God, strikes, lockouts, riots, acts of war, terrorism, earthquake, fire rights of the Party granting such waiver in any other respect or at any other or explosions ("Force Majeure Events"). Dates by which performance time. The waiver by either of the Parties hereto of a breach or of a default obligations are scheduled to be met will be extended for a period of under any of the provisions of the Agreement shall not be construed as a time equal to the time lost due to any delay so caused. waiver of any other breach or default of a similar nature, or as a waiver of Assignment. MRI may assign the Agreement and all of its rights any of such provisions, rights or privileges hereunder. The rights and and obligations herein without Client's approval to its parent company remedies herein provided are cumulative and none is exclusive of any other, or other affiliated company, to a successor by operation of law, or by or of any rights or remedies that any Party may otherwise have at law or in reason of the sale or transfer of all or substantially all of its stock or equity. Failure, neglect, or delay by a Party to enforce the provisions of the mri
Agreement or its rights or remedies at any time, shall not be construed REAL ESTATE SOFTWARE Contracts for the International Sale of Goods.
and shall not be deemed to be a waiver of such Party's rights under the Agreement and shall not in anyway affect the validity of the whole or any 10.16 Legal Fees and Costs. In the event of a dispute between the part of the Agreement or prejudice such Party's right to take subsequent Parties regarding the enforcement of the Agreement, the prevailing Party action. in such dispute will be entitled to collect from the other Party the • prevailing Party's reasonable legal fees and costs.
10.13 Entire Agreement. The Agreement constitutes the Parties' entire agreement relating to its subject matter. It cancels and supersedes all 10.17 Order of Precedence. To the extent any terms and conditionsof prior or contemporaneous oral or written communications, agreements, this Master Agreement conflict with the terms and conditions of any requests for proposals, proposals, conditions, representations, Schedule, the provisions of this Master Agreement shall control unless the and
warranties, or other communication between the Parties relating to its Schedule expressly states the intent to supersede a specific portion of subject matter as well as any prior contractual agreements between the the Master Agreement.
Parties. No modification to the Agreement will be binding unless in writing In the event of a conflict between an Order Document and the Master and includes a signature by an authorized representative of each Party. Agreement, the Master Agreement shall prevail, provided, however, that All pre-printed terms of any Client purchase order or other Client business such standard variable terms such as price, quantity, license scope and processing document shall have no effect. Each Party represents and License Metrics, tax exempt status, payment terms, shipping instructions warrants to the other that: (f) it has full power, authority, and legal right and the like shall be specified on each Order Document. All pre-printed to execute, deliver, and perform this Agreement, (il) each signor is duly terms of any Client purchase order or other business processing document authorized and has legal capacity to execute and deliver this Agreement shall have no effect. and (iii) this Agreement constitutes the legal, valid, and binding 10.18 Headings and Drafting. The headings in the Agreement shall not obligation of the Parties, enforceable in accordance with its terms. be used to construe or interpret the Agreement. The Agreement shall not
10.14 No Third Party Beneficiaries. This Agreement is for the benefit be construed in favor of or against a Party based on the author of the of the Parties and their successors and permitted assigns, and does not document. confer any rights or benefits on any third party, including any 10.19 Counterparts. The Master Agreement and each Schedule shall employee of a Party, any client of a Party, or any employee of a client only be executed by original signatures. of a Party. Notwithstanding the above, the Parties acknowledge that all 10.20 Treatment in the Event of Bankruptcy of Client. The Parties rights and benefits afforded to MRI under the Agreement shall apply acknowledge and agree that this Agreement is an executory contract as equally to the owner of the Third Party Software with respect to the such term is defined in section 365 of the United States Bankruptcy Code Third Party Software, and such third party is an intended third party ("USBC"). The Parties further acknowledge and agree that the Agreement beneficiary of the Agreement, with respect to the Third Party does not provide a license of intellectual property asdefined in section Software. 101(35) of the USBC and that the provisions of Section 365(n) of the USBC
10.15 Governing Law and Venue. Each Party irrevocably waive its are therefore not applicable. Client acknowledges that MRI will be rights to trial by jury in any action or proceeding arising out of or harmed if this Agreement was assigned to a competitor, direct or indirect, relating to this Agreement or the transactions relating to its subject or any other party whose use of MRI Software or Services pursuant to the matter. The Parties agree that this contract is not a contract for the ..Agreement would be detrimental to the. business and rights of MRI, and sale of goods; therefore, the Agreement shall not be governed by any Client hereby grants MRI the right to consent to any proposed assignment codification of Article 2 or 2A of the Uniform Commercial Code, or any of this Agreement in a bankruptcy and that the rights of consent to the codification of the Uniform Computer Information Technology Act assignment provided in section 365(c)(1) of the USBC shall be applicable ("UCITA"), or any references to the United National Convention on to any proposed assignment of this Agreement in any bankruptcy case filed by Client.
END OF MASTER AGREEMENT
mri
•REAL ESTATE SOFTWARE
SAAS SERVICES SCHEDULE
This SaaS Services Schedule is entered into between MRI Software LLC ("MRI") and the Client named in the Order Document, and the authorized representatives of the Parties hereby execute this Saas Services Schedule to be effective as of the Effective Date, as defined in the Order Document
1. DEFINITIONS Service, implement security measures, or address any other issues it Additional defined terms specific to this Schedule: deems appropriate for the continued operation of the Saas Service. Client Error Incident is defined as any SaaS Service unavailability related to "Error": a material failure of a hosted MR Software to conform to its Client's applications, Client Data, or Client's equipment, or the acts or Functional Specifications that is reported by Client to and replicable by omissions of any user of the Saas Service. Emergency Maintenance means downtime of the SaaS Service due to the application of urgent patches or "Malicious Code: computer viruses, worms, time bombs, Trojan horses fixes, or other urgent maintenance, recommended by MRI's vendors, that and other harmful or malicious code, files, scripts, agents or programs. is performed outside of Scheduled Maintenance.
2. TERM; RENEWAL; TERMINATION. Client acknowledges that MRI does not control the transfer of data over telecommunications facilities, including the Internet. MRI does not warrant Term and Renewal. SaaS Services commence on the date
specified in the Order Document and continue for the term set forth in secure operation of the Saas Services or that it will be able to prevent third the Order Document ("Initial Term"). Following the end of the Initial party disruptions of such Services. Client acknowledges further that the Term, the Agreement shall automatically expire and Client will lose all Saas Services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. MRI is access to the Saas Services, unless the Parties have an executed agreement in place to continue services (a "Renewal Term"). For all not responsible for any delays, delivery failures, or other damage resulting from such problems.
Renewal Terms, Client shall be required to migrate to the then latest Upgrade of the hosted Software. The pricing for the first twelve (12) Maintenance and Support Services. MRI will provide to Client months of any Renewal Term shall be provided by MRI in writing no less the Maintenance and Support services for the Maintenance and Support than ninety (90) days prior to the end of the Initial Term. For the plan indicated in the Order Document, under MRI's Maintenance and Support purposes of the pricing notice in this Section, email or first-class mail policies in effect at the time the Services are provided for the level of The Initial Term and Renewal Terms are collectively Services ordered. MRI shall be entitled • to suspend or terminate Maintenance and Support Services in accordance with the suspension for Termination. This Schedule may be terminated for cause by non-payment process outlined in the Master Agreement. MRI shall manage either Party in accordance with Section 9 of the Master Agreement. and install all Updates and Upgrades of the hosted Software.
Sections 1 and 2 hereof and the surviving provisions of the Master Updates are provided when and if available, and MRI is under no obligation Agreement shall survive expiration or termination of this Schedüle. Upon to develop any future programs or functionality. MRI is under no obligation termination of the Saas Services, and provided Client is not in breach of to provide Maintenance and Support with respect to: (i) Software that has any of its obligations under the Agreement, MRI will, upon Client's been altered or modified by anyone other than MRI or its licensors; (ii) a written request and payment of the applicable fees, provide a backup release for which Maintenance and Support has been discontinued; (iii) copy of Client's Data (a then-current fee schedule will be provided upon Software used other than in accordance with the Documentation; (iv) request). discrepancies that do not significantly impair or affect the operation of the SaaS Services; (v) any systems or programs not supplied by MRI; or (vi) Configurations. • For the avoidance of doubt, Updates provided under Subject to the timely payment of the applicable fees, the terms of this Maintenance and Support services do not include custom development, Schedule and the Master Agreement, MRI grants to Client, for the Term, Upgrades, or Configurations regardless of whether such Configurations are the right to access and use the Saas Services, as more fully described in performed by MRI or by Client. MRI reserves the right to charge Client for the Order Document, solely for Client's internal business purposes. Such any reintegration work required to make Configurations compatible with access and use is subiect to the terms of the Master Agreement, future versions/releases. including without limitation the restrictions set forth in Section 6.2 of the Master Agreement. If an Error was corrected or is not present in a more current version of the SaaS Services purchased may be accessed by or used to manage no more Software, MRI shall have no obligation to correct such Errors in prior versions of the Software.
than the number of License Metrics specified in the Order Document.
Additional License Metrics may be purchased under an additional Order Maintenance and Support is provided for all Software, unless otherwise Document at the pricing in effect at the time the additional License noted in the Order Document; provided, however, that with respect to Metrics are added, prorated for the remainder of the then-current Third Party Software, MRI's obligation is limited to using commercially Term. The added License Metrics shall have the same term as the then reasonable efforts to obtain Maintenance and Support from the third party applicable Term. Unless stated otherwise in the Order Document, fees owner of such Software. are based on Services and License Metrics purchased and not actual
4.4 Backups and Restoration Services. Provided Client is not usage.
otherwise in breach of the Agreement, MRI will provide backup copies 4 SERVICES and/or database restoration, upon written request and subject to Client's
4.1 Saas Environment. Client is solely responsible for obtaining payment of applicable fees for such service (a then-current fee schedule and maintaining at its own expense, all equipment needed to access the will be provided upon request).
SaaS Services, including but not limited to Client's Internet access.
4.2 Services do not include
Saas Service Availability. MRI shall use commercially implementation, training and other Professional Services, such as project reasonable efforts to make the SaaS Services available twenty-four (24) hours a day, seven (7) days a week, except for: (a) Scheduled . management, conversion, report writing, and external systems interface Maintenance; (b) Client Error Incidents; (c) Emergency Maintenance; (d) development. It is Client's responsibility to ensure that all appropriate any unavailability caused by circumstances beyond MRI's reasonable users receive. initial training services sufficient to enable Client to effectively use the SaasServices.
control, including without limitation, Force Majeure Events; and (e) Internet service provider failures or delays. Scheduled Maintenance is 5 CERTAIN OBLIGATIONS defined as any maintenance performed during MRI's then-current standard maintenance windows and any other maintenance of which Passwords; Security. Client is responsible for maintaining the Client is given at least forty-eight (48) hours advance notice. MRI may confidentiality of all passwords and for ensuring that each password is used perform maintenance on some or all of the Saas Service in order to only by the authorized user. Client is entirely responsible for any and all upgrade hardware or software that operates or supports the Saas activities that occur under Client's account. Client agrees to immediate notify MRI of any unauthorized use of Client's account or any other breach mri
•REAL ESTATE SOFTWARE
of security known to Client. MRI shall have no liability for any loss or 6. WARRANTIES AND DISCLAIMER damage arising from Client's failure to comply with these requirements.
6.1 Limited Warranty. During the Term, MRI warrants that the MRI will maintain Client passwords as confidential and will not disclose them to third parties. hosted MRI Software supplied to Client as part of the Saas Services will be free of Errors.
5.2 Client Data. Client shall be solely responsible for the accuracy, quality, integrity and legality of Client Data and of the means 6.2 Remedies. If the hosted MRI Software does not perform as warranted, by which it acquired Client Data. MRI shall use commercially reasonable efforts to correct such Errors, as Client's exclusive remedy for any claim under this warranty. Client shall
5.3 Acceptable Use. Client acknowledges and agrees that MRI promptly notify MRI in writing of its claim. Provided that such claim is does not monitor or police the content of communications or data of determined by MRI to be MRI's responsibility, MRI shall, within thirty (30) Client or its users transmitted through the Services, and that MRI shall days of its receipt of Client's written notice, (i) correct such Error; (if) not be responsible for the content of any such communications or provide Client with a plan reasonably acceptable to Client for correcting transmissions. Client shall use the Services exclusively for authorized the Error; or (il) if neither (i) nor can be accomplished with reasonable and legal purposes, consistent with all applicable laws and regulations. commercial efforts from MRI, then MRI or Client may terminate the Client agrees not to post or upload any content or data which (a) is affected Saas Service, and Client will be entitled to a refund of the pre- libelous, defamatory, obscene, pornographic, abusive, harassing or paid portion of the fees paid for the affected Saas Service. The preceding threatening; (b) contains Malicious Code; (c) violates the rights of warranty cure shall constitute MRI's entire liability and Client's exclusive others, such as data which infringes on any intellectual property rights remedy for cure of the warranty set forth herein. If Client elects not to or violates any right of privacy or publicity; or (d) otherwise violates terminate the Saas Service,. Client waives all rights for the applicable any applicable law. Client further agrees not to interfere or disrupt warranty cure set forth herein. networks connected to the Services, not to interfere with. another 6.3 Exclusions. MRI is not responsible for any claimed breach of any entity's use and enjoyment of similar services and to comply with all warranty set forth in Section 6.1 caused by: (i) modifications made to the regulations, policies and procedures of networks connected to the Saas hosted MR Software by anyone other than MRI; (ii) the combination, Services. MRI may remove any violating content posted on the Services operation or use of the hosted MRI Software with any items not certified or transmitted through the Services, without notice to Client. MRI may by MRI; (iii) MRI's adherence to Client's specifications or instructions; (iv) suspend or terminate any user's access to the SaaS Services upon notice Errors caused by or related to internet connections; (v) Client deviating in the event that MRI reasonably determines that such user has violated from the hosted MRI Software operating procedures described in the the terms and conditions of this Schedule. Documentation; or (vi) Errors caused by Configurations.
END OF SAAS SERVICES SCHEDULE
mri
REAL ESTATE SOFTWARE
LIMITED SOFTWARE LICENSE AND MAINTENANCE AND SUPPORT SCHEDULE.
This Limited Software License and Maintenance and Support Schedule is entered into between MRI Software LLC ("MRI) and the Client named in the Order Document, and the authorized representatives of the Parties hereby execute this Limited Software License and Maintenance and Support Schedule to be effective as of the Effective Date, as defined in the Order Document.
1. DEFINITIONS Delivery. Upon execution by Client; and receipt by MRI of (i) the applicable Order Document; and (ii) a purchase order from Client, a Additional defined terms specific to this Schedule: downloadable machine-readable copy of the Software, the applicable "Certified Operating Environment" or "COE" means hardware, downloadable license keys, and a downloadable machine-readable copy operating system, middleware, database products and other software on of the Documentation shall be delivered to Client. If Client requires which Software on physical delivery, shipment of Software, Documentation and applicable www.mrisoftware.com/COE which may be updated from time to time by license keys is F.O.B Origin and includes one (1) production copy and one MRI upon posting new COE requirements at such web page address. (1) back-up copy. "Delivery Date" means (i) for electronic delivery: the date(s) on which 3. MAINTENANCE AND SUPPORT SERVICES each MRI Software is made available to Client for electronic download on MRI's FTP site; or (ii) for physical delivery: the date(s) on which the 3.1 Subject to Client's timely payment of applicable Maintenance Software, as contained in a physical media, is delivered to the common and Support fees, MRI will provide to Client the Maintenance and Support carrier for shipment to Client; whichever such date occurs first. services for the Maintenance and Support plan indicated in the Order "Error" means a material failure of the MRI Software to conform to its Document during the specified period. All licenses in Client's possession Functional Specifications that is reported by Client to and replicable by must be supported under the same Maintenance and Support plan.
MRI. 3.2 Updates are provided if and when available and MRI shall notify "Territory" means the certain geographic areas, specified in the Order Client of the availability of such Updates solely by posting such Updates Document, in which the Software may be used. on MRI's client portal. MRl is under no obligation to develop any future programs or functionality. MRI is under no obligation to provide
2. LICENSE Maintenance and Support with respect to: (i) Software that has been altered or modified by anyone other than MRI or its licensors; (ii) a License Grant. Subject to the terms and conditions of this release for which Maintenance and Support has been discontinued; (iii) Schedule, the Order Document and the Master Agreement including Software used other than in accordance with the Documentation or other without limitation the restrictions set forth in Section 6.2 of the Master than on a COE; (iv) discrepancies that do not significantly impair or affect Agreement and timely payment of the applicable fees, MRI hereby grants the operation of the Software; (v) any systems or programs not supplied to Client a limited, non-exclusive, personal, non-sublicensable, and non- by MRI; or (vi) Configurations. transferable license for the Term of this Agreement (subject to MRI's termination rights as set forth herein) to (i) install, run and use the For the avoidance of doubt, Updates provided under Maintenance and Software listed in the Order Document in the COE and in the Territory, Support services are subsequent maintenance releases to the standard solely for Client's own business operations and solely as enabled by the excluding Upgrades, custom development or
license keys, and (ii) use the Documentation in connection with such use Configurations regardless of whether such Configurations are performed of the Software. The Software shall not be simultaneously loaded and by MRI or by Client, Client User or a third party. MRI reserves the right to operated on more than one hardware platform. Upon timely payment of charge Client for any reintegration work required to make Configurations all fees, Client shall receive an annual license key refresh. compatible with future versions/releases.
The Software may be accessed by or used to manage no more than the number of License Metrics specified in the Order Document. Additional If an Error was corrected or is not present in a more current version of License Metrics may be purchased under an additional Order Document the Software, MRI shall have no obligation to correct such Errors in prior at the pricing in effect at the time the additional License Metrics are : versions of the Software. purchased. Unless stated otherwise in the Order Document, fees are 3.3 Maintenance and Support is provided for all Software, unless based on License Metrics purchased and not actual usage. otherwise noted in the Order: Document; provided however that with Third Party Software. Use of the Third Party Software, ifany, respect to Third Party Software, MRI's obligation is limited to using is subject to all terms and conditions of the applicable Third Party EULA, commercially reasonable efforts to obtain Maintenance and Support from if any. Client shall use the Third Party Software solely in conjunction with the third party ownerof such Software. MRI shall be entitled to suspend the MRI Software and Client shall have no broader use rights with respect or terminate Maintenance and Support Services in accordance with the to the Third Party Software than it has to the MRI Software. suspension for non-payment process outlined in the Master Agreement.
2.3 Copies. Notwithstanding any other provision in the Maintenance and Support starts on the Effective Date and continues Agreement, the license grant in Section 2.1 herein is for. one (1) through the expiration of the initial.term set forth. in the Order. Document production copy and up to two (2) back-up copies. The back-up copies ("Initial Term"). Following the end of the Initial Term, the Agreement may be used by Client for testing, back-up or other non-production shall automatically expire and Client will lose all access to the Saas purposes. Client shall not use the back-up copies or any other copy of Services, unless the Parties have an executed agreement in place to the Software for production purposes. If MRI determines, in its continue services (a "Renewal Term"). For all Renewal Terms, Client shall reasonable discretion, that Client is using multiple production copies in be required to migrate to the then latest Upgrade of the hosted Software. violation of the Agreement, MRI may, in addition to any other remedies The pricing for the first twelve (12) months of any Renewal Term shall be available to MRI under the Agreement, invoice Client the then current provided by MRI in writing no less than ninety (90) days prior to the end of license fee for each additional production environment improperly in the Initial Term. For the purposes of the pricing notice in this Section, use by Client, which invoice Client shall be obligated to pay in full within email or first-class mail will suffice. The Initial Term and Renewal Terms thirty (30) calendar days of such invoice date. All Intellectual Property are collectively referred to as the "Term". rights notices must be reproduced and included on any copies. Client shall maintain accurate and up-to-date records of the number and In the event that Client's Maintenance and Support is not location of all copies of the Software and inform MRI in writing of such renewed and is later reinstated, a reinstatement fee shall be assessed number and location upon request. equal to 120% of the aggregate Maintenance and Support fee that would mri
REAL ESTATE SOFTWARE
have been payable during the period of lapse. In order to reinstate the Documentation and in the COE, will be free of Errors.
Maintenance and Support, Client must Upgrade its Software to the most 4.2 Remedies. If the MRI Software does not perform as warranted, current release and pay for any applicable Upgrade fees: MRI shall use commercially reasonable efforts to correct such Errors, as
3.5 If ordered by Client, Maintenance and Support must be ordered Client's exclusive remedy for any claim under this warranty. Client shall for all Software and all associated License Metrics licensed by Client and promptly notify MRI in writing of its claim within the warranty period. its Affiliates. Client may not purchase or renew Maintenance and Support Provided that such claim is determined by MRI to be MRI's responsibility, for less than all of the Software licensed by Client. MRI shall, within thirty (30) days of its receipt of Client's written notice, (i) correct such. Error; (ii) provide Client with a plan reasonably
3.6 Fees for Maintenance and Support do not include acceptable to Client for correcting the Error; or (il) if neither (i) nor (ii) implementation, training and other Professional Services, such as project can be accomplished with reasonable commercial efforts from MRI, then management, conversion, report writing, and external systems interface MRI or Client may terminate the affected MRI Software license and Client development. will be entitled to a refund of the license fees paid for the affected MRI Software. The preceding warranty cure shall constitute MRI's entire
3.7 It is Client's responsibility to ensure that all appropriate users liability and Client's exclusive remedy for cure of the warranty set forth receive initial training services sufficient to enable Client to effectively herein. If Client elects not to terminate the license for the affected use the Software. Failure to do so could result in additional Maintenance portion of the MRI Software, Client waives all rights for the applicable and Support fees if service requests are deemed excessive as a result of warranty cure set forth herein
insufficient training, at MRI's discretion. 4.3
Exceptions. MRI is not responsible for any claimed breach of 3,8 The System will need to be installed on Client's servers and any warranty set forth in this section caused by: (i) modifications made enology infrastructure. If utilizing Professional Services to the MRI Software by anyone other than MRI; (ii) the combination, Maintenance and Support in the installation of the System, Client shall operation or use of the MRI Software with any items that are not part of ensure that MRI's assigned technical personnel are able to access the the COE; (iii) Client's failure to use any new or corrected versions of the System remotely. Client shall be responsible for providing access through MRI Software made available by MRI; (iv) MRI's adherence to Client's any secunty measures it deems necessary. MRI alone shall decide specifications.or instructions; (v) Client deviating from the MRI Software whether access to the System is sufficient for Maintenance and Support operating procedures described in the Documentation or (vi) Errors purposes. Certain functionality of the System may require connections to or interaction with MRI after such System is running on Client's 4.4 Third Party Software. MRI warrants that it is an authorized infrastructure, and Client agrees to permit and facilitate such distributor of the Third Party Software. connections and interaction. "System" means the total complement of
5. TERMINATION
hardware and Software furnished and/or maintained by MRI.
5.1. This Schedule and. the licenses granted hereunder may be
4. WARRANTIES AND DISCLAIMERS
terminated by either Party for cause in accordance with section 9 of the Limited Warranty. MRI warrants that, for a period of sixty Master Agreement. Section 1 and 5 hereof and the surviving provisions of (60) calendar days from the Delivery Date of the initial version of the the Master Agreement shall survive any such termination.
MRI Software, the MRI Software, as updated and used in accordance with
END OF LIMITED SOFTWARE LICENSE AND MAINTENANCE AND SUPPORT SCHEDULE mri
REAL ESTATE SOFTWARE
PROFESSIONAL SERVICES SCHEDULE
This Professional Services Schedule is entered into between MRI Software LLC ("MRI") and the Client named in the Order Document, and the authorized representatives of the Parties hereby execute this Professional Services Schedule to be effective as of the Effective Date, as defined in the Order Document.
1. SERVICES
responsible for the accuracy and completeness of its information and Work Authorizations/Statements of Work. MRI will perform Client Data. MRI's performance is dependent on Client's timely provision the mutually agreed upon Professional Services for Client described in of accurate and complete resources and information, including but not one or more work orders, work authorizations, statements of work or limited to detailed, precise and clear specifications for any deliverables.
Order Documents (individually and collectively an "SOW") as the parties Remote Access. For installation of the System may agree to in writing from time to time. Each SOW, once executed by Support of the System, Client shall ensure that MRI's assigned technical the authorized representatives of the parties, shall become a part of the personnel are able to access the System remotely. Client shall be Agreement. Except as expressly stated elsewhere in this Schedule, in the responsible for providing MRI access through any Client security event of a conflict between the terms of this Schedule and the terms of measures. MRI alone shall decide whether access to the System is a SOW, the terms of this Schedule shall prevail. sufficient for installation purposes. Certain functionality of the System Change Orders. Either party may propose a change order to may require connections to or interaction with MRI after such System is add to, reduce or change the Professional Services ordered in the S0W. running on Client's infrastructure, and Client agrees to permit and Each change order shall specify the changes) to the Professional Services facilitate such connections and interaction. "System" means the total or deliverables, and the effect on the time of performance and on the complement of hardware and Software furnished and/or maintained by fees owed to MRI, due to the change. Once executed by both parties, a change order shall become a part of the SOW. Testing of Projects. Client shall test any deliverables, and notify Costs. Professional Services shall be provided on a time and MRI of all deficiencies relative to the applicable specifications for such materials ("T&M") basis at MRI's T&M rates in effect at the time the work set forth in the applicable SOW within thirty (30) calendar days Professional Services are performed, unless otherwise specified in the following MRI's delivery of such deliverables to Client ("Notification applicable Statement of Work. On a T&M engagement, if an estimated Period"). Subject to Client's timely notification and provided that the total amount is stated in the applicable SOW, that amount is solely a good deficiencies are MRI's responsibility, MRI will re-perform the applicable faith estimate for Client's budgeting and MRI's resource scheduling Professional Services as required to meet the applicable specifications at purposes and not a guarantee that the work will be completed for that no additional charge. amount. If Client wishes the MRI personnel to perform Professional LICENSE AND OWNERSHIP Services at Client site, Client agrees it shall give MRI at least two (2) weeks' prior notice so MRI can make appropriate travel arrangements. Ownership. Without prejudice to the provisions of Professional Services performed at Client's site shall be billed to Client Section 6 (Limited Rights and Ownership) of the Master Agreement, in minimum increments of eight (8) hours per MRI employee. Fees are all Intellectual Property including all copies thereof in any based on services, including training services, provided during normal Software, other products furnished by MRI and the results of the MRI business hours, Monday through Friday, 8:00 a.m. - 7:00 p.m. local Professional Services performed by MRI including (without time (MRI holidays excluded). Professional Services provided by MRI limitation) all deliverables, documentation, training materials, outside of normal MRI business hours will be subject to a premium service Configurations and all Intellectual Property embodied therein shall, charge of one and one-half of the standard MR list price for such subject to Section 3.2 below, vest solely and absolutely in MRI or its licensors. MRI may access the System remotely in order to copy Configurations to the Software or to otherwise ensure Client's Delays/Costs Overruns. In the event of any delay in Client's complance with the terms of this Section 3.1 and the Agreement. performance of any of the obligations set forth herein or any other delays caused by Client, the milestones, fees and date(s) set forth in the SOW Limited License. MRI grants Client, upon full payment of shall be adjusted on a T&M basis as reasonably necessary to account for the applicable fees and charges, during the Term and subject to such delays, and the adjustment shall be made by change order in the restrictions set forth in Section 6.2 of the Master Agreement, a accordance with the provisions of Section 1.2 above. personal, nontransferable, nonexclusive, nonsublicensable, limited license to use the deliverables solely for Client's own internal PROJECT MANAGEMENT business needs.
2.1 Responsibility. MRI shall be responsible for securing, managing, SUPPLEMENTAL TERMS FOR TRAINING SERVICES scheduling, coordinating and supervising MRI personnel, including its subcontractors, in performing the Professional Services. General. "Training Courses" are defined as: classroom-based, live Cooperation. Client shall virtual,. and/or self-paced e-learning courses provided by MRI's cooperation and access to such information, facilities, personnel and training division called MR Learning Solutions. Training Courses and equipment as may be reasonably required by MRI in order to provide their respective prices, policies and schedules are subject to change the Professional Services, including, but not limited to, providing without notice. Training Courses shall be provided by MRI to Client security access, information, and software interfaces to Client's pursuant to the terms of an SOW. "Named Users" as used herein are applications, and Client personnel, as may be reasonably requested defined as Client Users listed in the SOW that shall be eligible to by MRI from time totime. Client acknowledges and agrees that MRI's receive Training Courses. performance is dependent upon the timely and effective satisfaction Cancellation and Transfer Policies. of Client's responsibilities hereunder and timely decisions and approvals of Client in connection with the Professional Services. MRI Client Training Course Cancellation Policy. "Client Training shall be entitled to rely on all decisions and approvals of Client. non-publicly offered Training Courses delivered specifically for Client and held at a mutually agreed upon time and Subcontractors. MRI may subcontract or delegate any work location. Client Training Courses may be delivered in a physical classroom under any SOW to any third party without Client's prior written at a location determined by mutual agreement or through a live virtual consent; provided, however, that MRI shall remain responsible for the classroom. Details regarding delivering Client Training Courses shall be set performance, acts and omissions of any such subcontractors. forth in an approved SOW. For Client Training Courses to be provided at an Client Data. Client Data must be provided to MRI in a onsite classroom that are canceled by Client: (i) ten (10) or more business format approved by MRI or additional charges will apply. Client is days prior to the course start date, MRI will provide a full refund or credit; mri
REAL ESTATE SOFTWARE
or (ii) within the ten (10) business day period before the course start Courses" means publicly offered Training Courses that have no set time date, fifty percent (50%) of the course fee will be forfeited and MRI will or location, and can be taken by any person at any time at the MRI provide the remainder as a refund or credit. Learning Solutions website. Self- Paced e-Learning Training Courses are Physical Classroom Public Training Course Cancellation non-cancelable and applicable fees are non-refundable. All sales of Self- "Public Training Courses" means publicly offered Training Paced e-Learning Training Courses are final and non-transferable.
Courses that are not delivered specifically for Client. Public Training 4.3 Use Limitations; Monitoring. Unless otherwise explicitly Courses may be delivered in a physical classroom or through a live agreed in writing by MRI, Client is only allowed user access rights to any virtual classroom. Registered attendees for a physical classroom Public Training Course up to the number of Named Users purchased as shown in Training Course who cancel less than 48 hours prior to the course start an executed SOW. Client and Named Users may not share access rights, date will forfeit all applicable Training Course fees; however, transfers or any Training Course content, with others and may only access the to another person are permitted up to one (1) business day prior to the Training Course for personal training use as specifically permitted. To the course start date. In order to transfer a physical classroom Public extent permitted by law, MRI may monitor, suspend or terminate Client's Training Course attendance spot, contact MR Learning Solutions at or any Named User's use of any Training Course and/or training account,
1.800.321.8770 ext. 1 or email [email protected]. MRI reserves or terminate this Schedule or the applicable SOW, or remove or disclose the right to cancel any physical classroom Public Training Course class Client's or any Named User's information in order to ensure Client's and up to fifteen (15) business days prior to the course start date for any all Named Users' compliance with the Agreement or to otherwise protect reason. If MRI cancels a physical classroom Public Training Course class MRI rights or rights of others. If Client or any Named User does not comply and is unable to reschedule the attendee, MRI will refund to such with the restrictions set forth in this Section 4.3, Client may be charged all applicable Training Course fees. additional fees equivalent to the resulting usage fees for the related responsibility for non-refundable airline tickets or other expenses that services incurred. may be incurred due to cancellation of a physical classroom Public Training Course. TERMINATION
This Schedule may be terminated in accordance with Section 9 of the Live Virtual Classroom Public Training Course Master Agreement.
Cancellation Policy. Registered attendees for a live virtual classroom Where the non-breaching Party has a right to terminate this Schedule, Public Training Course program will receive a web-conferencing the non-breaching Party may at its discretion either terminate this invitation on the day prior to the start of the program. Registered Schedule, or the applicable SOW. attendees who cancel less than twenty-four (24) hours before the scheduled start date and time will not be refunded any applicable Upon termination for any reason, all work products, including all drafts Training Course fees. However, transfers to another person are and works in progress of deliverables, shall be delivered to Client. Upon permitted up to the starting time of the program. In order to transfer MRI's receipt of a notice of termination, MRi shall cease and shall cause a live virtual classroom Public Training Course attendance spot, any agent or subcontractor to cease all work under the applicable SOW contact MRI Learning Solutions at 1.800.321.8770 ext. 1 or email and minimize any additional costs or reimbursable expenses unless [email protected]. MRI reserves the right to cancel any live otherwise agreed in writing by the Parties. Except as may be expressly virtual classroom Public Training Course classfor any reason. If MRI set forth in the applicable SOW, Client shall pay MRI fees for services cancels a live virtual classroom Public Training Course class and is performed to the date of termination on a T&M basis together with any unable to reschedule the attendee, MRI will refund to such attendee expenses reasonably incurred in connection therewith. The Parties' all applicable Training Course fees. obligations under this Section 5 and Section 3 of this Schedule and the surviving provisions of the Master Agreement shall survive any
4.2.4 Self-Paced e-Learning termination of this Schedule.
Training Course Cancellation Policy. "Self-Paced e-Leaming Training ******1
END OF PROFESSIONAL SERVICES SCHEDULE
ACORD® DATE (MM/DD/YYYY)
CERTIFICATE OF LIABILITY INSURANCE
03/05/2020
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements).
CONTACT Willis Towers Watson Certificate Center
Willis Towers Wataon Northeast, Ina.
_(AIC. No. Ext): 1-877-945-7378 FA, No): 1-888-467-2378 ADDREss: [email protected]
INSURERS) AFFORDING COVERAGE
INSURERA: Continental Insurance Company 35289
INSURED INSURER B:
MRI Software, LIC
28925 Fountain Pkwy INSURER C:
Solon, 0Н 441394356 INSURER D:
INSURER E:
INSURER F:
CERTIFICATE NUMBER: W15683444 REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE 1,000,000
DAMAGE TO RENTED
CLAIMS-MADE OCCUR PREMISES (Ea occurrence) 1,000,000
MED EXP (Any one person) 15,000
6014864752 06/23/2019 06/23/2020 PERSONAL & ADV INJURY 1,000,000 GENL AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE 2,000,000 X POLICY LOC 2,000,000
JECT PRODUCTS - COMP/OP AGG
OTHER:
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT
(En accident)
ANY AUTO BODILY INJURY (Per person)
OWNED SCHEDULED
AUTOS ONLY AUTOS BODILY INJURY (Per accident)
NON-OWNED PROPERTY DAMAGE
AUTOS ONLY AUTOS ONLY (Per accident)
UMBRELLA LIAB OCCUR
EACH OCCURRENCE
EXCESS LIAB CLAIMS-MADE
AGGREGATE
DED RETENTION S
WORKERS COMPENSATION PERTUTE
AND EMPLOYERS' LIABILITY
YIN
ANYPROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT
OFFICER/MEMBEREXCLUDED? NIA
(Mandatory in NH) EL. DISEASE • EA EMPLOYEE S
DESCRIPTION OF OPERATIONS bELON EL. DISEASE - POLICY LIMIT S City of Hodord Bosen Sa aneeded a an Additional Insured as respects to Conora 2B11ty.
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
City of Redondo Beach
415 Diamond Street
Redondo Beach, CA 90277
© 1988-2016 ACORD CORPORATION. All rights reserved.
ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD SR ID: 19353570 BATCH: 1605222