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<br />MASTER AGREEMENT
<br />This MaslenAgreement is enlere(I into between Mkt Wfware LLC ("MRI") In(] the Client named in the Order DoQunenl, and the authorired
<br />I epresentatives of the Parties her execute this Master Agreement to be effective as of the COIntheneelnent Date, as defined in the 01 del Document.
<br />As used in this Agreement, "Party" means either Client or MW, as appropriate, and "Parties" means Client and MRI,
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<br />1.1 Master Agreement. This Master Agreement establishes the
<br />genetal terms and conditions to which the Parties have agreed in ordet
<br />to facilitate the licensing of residential and/or commercial property
<br />manavernenl enlerplise suflware, moment, other pruducls and/or the
<br />provision of related services. Additional product or service -specific terms
<br />and conditions are set forth in one or more Schedules (as further defined
<br />in Section 12 herein)_
<br />Allrrfelcllcrs to the "Master Agreement" ShalL mean this dULUIIIOI1t,
<br />exclusive of Schedules. All references to the "Agreement" wherever
<br />found shaLL Include this Master Agreement, ML Schedules, the Order
<br />Document and any attachments incorporated in the Schedules.
<br />1.2 Incorporation of Schedules. This Master Agreement shall fully
<br />incorporate by reference the terms and (,onditions found in eadl of the
<br />Schedules marked on the Ortla Document
<br />The Parties may execute. from time to time, additional Schedules under
<br />Lhr trans of [his Masl rr A9rcrmrn l..
<br />1 A Incorporation of Order Documents.
<br />"Order Document" means the document(s), regardless of its actual
<br />name, exec ited by the Parties which mr-orpnoates by reference the terms
<br />of this Master Agreement and applicable Schedules, and describes
<br />Client's order -specific information, such as description of Software or
<br />Services ordered, License scope, use and restrictions, fees, milestones,
<br />:Ind/or Third Party EULAs, if any.
<br />At any time after execution of the initial Order Document, Client may
<br />purchase additional Software licenses or Services of otherwise expand
<br />the scope of such license of Services granted undct an Ordet Document,
<br />upon MRI's receipt and acceptance of a new Order Document specifying
<br />Ole foregoing.
<br />1.4 Incorporation of EULAs. Client's use of any Third Party Software
<br />licensed hereunder or incorporated in the SaaS Services shall be subject
<br />to, and Client shall comply with, the Agreement and any applicable
<br />EULAs, if any, the terms of which may be incorporated in the Agreement
<br />or contained in a Separate document. As between Client and MRI, to the
<br />extent any terms and conditions of this Master Agreement or a Schedule
<br />conflict with the terms and conditions of a Third Party CULA, the terms
<br />and conditions of this Master Agreement and the Schedule shall control
<br />unlrss thr Third Party CULA rxplicitly, nvrrridrs a from or condition of
<br />the Master Agreement or Schedule. However, Should a dispute arise
<br />between Client and the Third Party Software provider, the terms of the
<br />applicable Third Party EULA shall control but only to the extcoL MRI is
<br />not a party to such dispute. 8y way of example, if this Agreement is
<br />subject to Ohio Law and a Third Party EULA is subject to California law,
<br />a dispute among MRI, Client cold the hold Party Software ptuvidcr would
<br />be subject to Ohio law, but a dispute only between Client and the Third
<br />Party Sol lwar'e provider would be subject to Caliloi nia law. Each I hird
<br />Party Software provider Shall be considered a third party beneficiary of
<br />the Agreement, with rights to enforce the terms of the Agreement and
<br />the EULA, if any, against Client, pur'slant to the te1'nls of Section 10.14
<br />below
<br />representation of the Administratotis) without father verification of
<br />authority. MRI may, from tittle to tittle, in its sole discretion, require
<br />written doullnentation of Client verifying the authority or continued
<br />authority of any Administrator, which Client shall provide upon request.
<br />Al least one (1)Ad ministrator must be a Designated Su pporl CpnLacL. An
<br />Administrator must he an crnployce of the Client.
<br />1.6 Designated Support Contact. For the purposes of this
<br />Agreement, "Designated Support Contacts" means the Client employees
<br />so designaLed by Client on the Order Document. The Client shill have
<br />the number of Designated Support Contacts as designated on the Order
<br />Dorunlenl. Only a Designated Suppnrl. Contact shall he pennilled In
<br />con LacL MRI for any Maintenance and Support services and shall have the
<br />authority to (i) log case requests; and (if) receive status updates on cases.
<br />A Drslnnntcd Support Contnrt must hm all cnpLnymc of Thr Client.
<br />1.7 Client User. For the purposes of this Agreement, "Client User"
<br />means a Client employee or Client Affiliate, acting directly on behalf of
<br />Client and using fhe Software or Services solely for Life purpose of the
<br />Client's internal husines; operations. If an Affiliate is a Client Use[,
<br />Client warrants that it has the authority to bind such Affiliate(s) to the
<br />terms of the Ayr eernent and any applicable Schedule and further
<br />wattants that Client shalt be jointly and severally responsible (with any
<br />surh Affiliates) fnr A hrearh of surh terms by its Affiliates. Client shall
<br />only permit Client Users to access and use any Software or Service and
<br />represents and warrants that all Client Users shall comply with the twins
<br />and conditions of use set forth in this Agreement and each Stith Client
<br />User shall be bound by a nondisclosure agreement with provisions that
<br />are at least as restrictive as the terms of this Agreement. Client shall
<br />indemnify and hold MRI harmless far all loss, damages, costs and expenses
<br />(including rcasonablc OttolncyS' (ccs) incurred by MRI for any breach or
<br />other violation of this Agreement by a Client User. An independent
<br />rnntrartor, agent or other third party acting ern hchalf of Clirnt may hr
<br />deemed a Client User upon prior wtitten consent of MRI and Client, and
<br />MRI may require such independent contractor, agent or othet third party
<br />In cerl ify with or miler cnnlrac teal Icons with MRI accrplahlr In MRI. In
<br />no event shalt the combined use of the Software or Services hereunder
<br />by Client and its Client Users exceed the Licensed Metrics authorized
<br />under the applicable Order Document.
<br />1.8 Owner. The Software is designed to be used for residential
<br />and/or commercial property management. If the Client is not the owner
<br />of such properly, of not the owner of all suds properties for which life
<br />Software or any Service is utilized; but rather, Client is the manager for
<br />the owner of such property (with the non -Client property owner defined
<br />as "Owner"), Ilion Clienl represents Ihal Client either. (I) is enlP, rin [his
<br />Agreement directly in privity with MRI; or (if) is the duly appointed agent
<br />of the Owner and has the authority to enter into and perform the
<br />Agreement and use the Software and Services pursuant to the terms SOL
<br />forth in the Agiecinent. Client Shall at all times be solely liable for the
<br />payment of all fees and the nhseryanre of all nhhgations, terms and
<br />conditions of the Agreement, regardless of any action, inae Lion or
<br />nonpayment by any Owner. Client shall keep MRI apprised in writing at
<br />all times of thr icirntity and contact information of the Owner, and if
<br />ChOrWs Idaliulvllip changes with respecL to the Owner (by way of
<br />1.5 Administrators. For the purposes of this Agreement, example and not by way of (imitation, such as if Client's agency or
<br />"Administrators" means the individual so designated by Client on the management rclatinnship with Owner terminates). If Client's relationship
<br />Order Document. An Administrator has full admlldstrative privileges for wish ail Owner Or a particular property terminates for any reason, Client
<br />all Software and Services, including without limitation (I) creating, shall continue to be liable for any and all fees related to such Owner or
<br />deleting m modifying databases ur user accounts, (ii) creating, deleting, properly regardless of when such fccs arc hillyd by MRI Chrnlshall
<br />copying, restoring or requesting copies of databases; (fit) requesting immediately notify MRI in the event of any change in ownership or control
<br />security and audit reporting; (iv) security class modification; and (v) site (including any change in control pursuant to a management contract) of
<br />modification. Once named, the Administrator(s) shaft have sole authority Client Owner or :my of the properties, sltms, at commurntles authurizmd
<br />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
<br />use at the Software or Servires. MRI Chill hP Prltl}IPA j (• r IV Ilrl,, ln,, r--- --8 800 9" R._._ A Ki tl W liilei 'Ri:.. F 410 R19*41 00 any Such sold or
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