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OUT OF OR CONNECTED WITH THIS AGREEMENT,
<br />YARDI'S MAXIMUM LIABILITY TO CLIENT, REGARD.
<br />LESS OF THE AMOUNT Of LOSS CLIENT MAY HAVE
<br />SUFFERED, SHALL NOr EMCEED THE FEES PAID qY
<br />CLIENT TO YARDI PURSUANT TO THIS AGREEMENT
<br />WITHIN YHE,YEAR PRI04 TO THE EVENT GIVING; RISE
<br />TO TH5 LIABILITY.
<br />12.2y.shi ,
<br />e. Yardie Ownerolilp, Crlent agrees [hat, as between
<br />Yard) and Client, Yard Is and shetl remain the sole and ex•
<br />aluslvo owner or all right, title and Interest In and to the Ll-
<br />cansed programs, Deliverablas, Slie, and Licensed Pro-
<br />grams Documentation, and la ail Irrteilacluai property rights
<br />In the foregoing. The only rights Client obtains In the Ll-
<br />censtd Programs and Licensed Programs Documentation
<br />are the licenses granted to Glen In this Agreemant,
<br />b. Client's Ownership. Yards agraos that, as between
<br />Yardl and Cilent, Client 13 and shall remain the sole and
<br />exclusive owner of air Nuhf> title and Interact In and to Cflanl
<br />Date, eublect to the License granted to Yardl for Client Hata
<br />use In section ti(a) (Client Date Storage).
<br />15, ][ndgMifigolon.
<br />a. Indemnity. Yorell agrees to defend, Indemnify and
<br />hold Client lisrmlens from and again( any thlyd party glalms,
<br />aptlonA 'or demands slfeging fhat Client's Lfse of the Ll.
<br />canoed Progrsrms, Licensed Programs bonumantation, and
<br />Dolnrerables In accordance with this Agreement'a terms
<br />Infringes On. a third party's, proprietary Information, trade-
<br />mark, copyright, patent rlghie or Inlsllectual property rights,
<br />or Inlsappropriates a third party'a trade aacrels,
<br />b, Indemnity Conditions. Yardl's defense and Inderm�
<br />rrlAaadon obllga(lon per this section 13(b) (Indemnity Condl-
<br />tions) is oontdAoned upon the following; (1) Gllent providirg
<br />Yard; with prompt written notice of any claim for which ln-
<br />demnlpcatfon Is sought, (11) Yardl having sole control of the
<br />defense and settlement of such claim, provided, however,
<br />that Client shall have the right to have any suit or proceeding
<br />monitored by counsel of ClionVe choice and at its expense;
<br />and (ill) Chant's reasonable Cooperation with Yerdl In the
<br />defense and settlement of the claire,
<br />c, Injunctlon, If the Licensed Programs become the
<br />subject of a patent, trademark, copyright, or trade secret
<br />misapprcpriaLon or Infr;ngoment clalm, and such claim re-
<br />sults — or Is roaeomably likely to fesult — In an InjunQUan
<br />against Cltenrs continued Use of the Licensed Programs,
<br />Yardl wail (1) replace or mocify the Licensed Programs to
<br />avoid Ute mlsopprtpdetionApringernent claim, {Il) secure
<br />CAcnt's right tp continue Use of the Lloanced Programs, or
<br />(ill) if neither (1) or (II) is commercially, practforrble, olihar party
<br />may terminate this Agrooment upon miltan notice to the
<br />other party,
<br />14. Erournttnffljng Sgralcea,
<br />S. Programming Services, Yareh provides program-
<br />ming services Includ?ng, without timliadon, database Gusto,
<br />mizefions, user Interlace custom€zatlons, database reports,
<br />database scripts and other programming services (aollactive.
<br />ly, "Programming eervloes"),
<br />b. Programming
<br />EXHIBIT 1
<br />gramming Services, If Initlally ordered, are set forth In 5ohs-
<br />dule A. Client will otherwise Initiate Programming Service
<br />requoele by providing written notice of the dealred services
<br />to Yardl, and Yardl will edviso Client of Yardi's availability
<br />and sohedule for performing the Programming Services,
<br />Programming Services are subject. to Client's wrliten acoop-
<br />tonce of; (1) Yardl* schedule for meetng ClIent's Program-
<br />ming Service request, and (fl) Yard's Fees for such Pro-
<br />gramming ServlAoa.
<br />c. Doliversbios Limnos, Subject to 011anl's fold pay.
<br />ment of all Undlaputed Pees related to Programming %rvla
<br />os, Yardl grants to Oltant a 11011 -exclusive, non transferable
<br />(exoept as expressly. provided In this Agreement), limited
<br />license for Cllenfs Dsalgnated (;Oars id Use the Dellvafables
<br />In oonr octlon with (heir Use of the Licensed Programs.
<br />1E. Aselunment,
<br />a. Assignment Limitation, Except for the exceptions
<br />speclfiad In section i5(b) {the "Pvrmlttod Exceptions,,),
<br />Gllent shall not (ailher directly or Indirectly) assign, sell, con-
<br />vey, pledge, or otherwise transfar this Agreement without
<br />prat obtaining Ysrdl's express written aonsant, whtch Yardl
<br />shall nal unressonably withhold, Except for Wo Permitted
<br />Exoeptfons, any attempted assignment made without Yardl's
<br />prior express written consent is vold and a material breach of
<br />Arra Agreerment,
<br />b, permitted Exc4pticne. 6ubjsct tC the Conditions
<br />precedant sot forth In this section 15(b) Permitted Excep.
<br />VMS), Cllord may assign ths' Llcensed Programa wllhout
<br />Yardl's prior content and upon notfoe; (1) to a wholly owned
<br />eubsidtary, or (Il) In connection with any merger, acquisition,
<br />or reorganlzation involving Client. Any assignment is subject
<br />to the fcltowing Conditions; (A) 04ont, or Client's suecassor,
<br />conllnuing In the game type of bualneda that Client was con.
<br />ducting at the time of this Agreement's execution, and (9)
<br />Gllent or Cilent'a successor providing to Yards a written rmllfi-
<br />cation and assumption of this Agreement (in a form reason.
<br />ably salisfegfory to Yardl) concurrent with the asslgnmont,
<br />1(f. Oufsoarrcina.
<br />a. Sarvar Location. Yard) rasarvas the right to locate
<br />the servers and other equipment needed to provide the ear -
<br />vices confsmplaled by this Agreement either at its facllltlea
<br />er at the facilities of lndspendant service providers. Yard)
<br />may ehanga the loeallan of the servers and o"r equlprnenl
<br />neOdad to provide the ssrvlces under Ho Agreement at any
<br />lime during thlo Agreement's term; provided that any such
<br />change of location shall not affect Yarell's obilgaitons under
<br />this Agreement and shall not Interrupt Chenrs access to the
<br />Site, Client Data and tho Licensed Programs.
<br />17. j f)j t n.
<br />a Mediation Request; Condition Prsoodent. In the
<br />event of a dispute arfsing actor or related to this Agreement
<br />Mitch she parties aro urablo to rasoive through direct nuga-
<br />Uetlon, obiter party may serve upon the other ai Its pdndpei
<br />piece of business a request for mediation, Nellhar party may
<br />ills an satlon against the other In any CourL or Initlate any
<br />other legal proceeding, unless and until the party seeking to
<br />do ea has first requested a madisUon hearing and made a
<br />good faith effort In complete Ata mediation process provided
<br />in this Agreement.
<br />Services �Tiaa Fees for Pro-
<br />Yardl Client
<br />Confl enHef
<br />Oa a of preparation: July 23, 2009 7,2E AM
<br />3-16
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