Yardi Systems, Inc. and its affiliated entities ("Yardi") is committed to protecting the privacy of individuals and achieving and maintaining the trust of our clients ("Yardi Clients" or "Clients") and other users of and visitors to Yardi websites (collectively, "Visitors"). Central to this mission is providing a robust security and privacy program that carefully considers data protection matters across the suite of products and services offered by Yardi ("Yardi Services" or "Services"), including data stored by Yardi on behalf of its Clients and their customers in connection with our Services ("Client Data"), as well as the personal data (including such data as defined by the EU General Data Protection Regulation) provided by Clients and Visitors who visit www.Yardi.com , associated Yardi microsites and any other Yardi-controlled websites that link to this Privacy Statement (collectively, the "Yardi Sites").

Web Sites Covered

This Privacy Statement describes our privacy practices regarding information we collect from individuals ("you" or "your") who visit the Yardi Sites. When we collect personal data on the Yardi Sites, certain additional disclosures, that are specific to the context of our collection and use of the information being collected (e.g. an event or seminar registration page), may be provided to you. For the avoidance of any doubt, we will adhere to those commitments and any such additional privacy policy statements are hereby incorporated into this Privacy Statement.

IMPORTANT: THIS PRIVACY STATEMENT DOES NOT APPLY TO CLIENT DATA. Yardi's confidentiality/privacy and other obligations with respect to its Services, and Client Data (as defined in the agreements for those Services), are governed solely by the agreements under which the Services are provided to our Clients. The traditional licensees of Yardi Services are residential and commercial real estate property owners and property managers (again, collectively, as used in this Privacy Statement, "Yardi Clients" or "Clients"). The other actors in the real estate economy are, of course, the residents, tenants and providers of various services for, or at, the buildings Yardi Clients own and manage. Yardi Services (by means of example only, the Yardi Voyager web-based, fully integrated end-to-end platform product suite) help our Clients manage their real estate and other assets by, among other things, facilitating communication and transactions between Yardi Clients and their tenants and service providers. Yardi generally has no direct relationship with the individuals to whom our Clients' Client Data may pertain; Yardi merely hosts or processes such data on behalf of our Clients. Any uses of Client Data by Yardi are done so pursuant to the subscription agreement in place between Yardi and the relevant Yardi Client, or Yardi's applicable Terms of Service, which exclusively govern Yardi's treatment of Client Data. This Privacy Statement does not apply to Yardi Services or Client Data. If you have any questions about the data practices of a Yardi Client, using Yardi Services to process your personal information, you need to contact the Yardi Client directly, and ask for their Privacy Policy or Privacy Statement. In other words, Yardi is a data processor and not a data controller with respect to Client Data. Yardi Clients make all decisions about how or why Client Data, containing personal information or not, is to be processed, including any disclosure or transmission to third parties. If personal information pertaining to you as an individual has been submitted or entered into a Yardi Service by or on behalf of a Yardi Client, or was otherwise collected by a Yardi Service on behalf of a Yardi Client, and you wish to exercise any rights you may have to access, correct, amend or delete such Client Data, please inquire with the Yardi Client directly. If an authorized Yardi Client requests that we update or remove the data in question and the Client has no ability to do so via use of the Services, we will acknowledge their request within 30 days.

Web Sites Not Covered

Some Yardi Services enable Yardi Clients to create websites and applications that run natively on the Yardi platform. One such example are RentCafé resident portals, which facilitate communication and transactions between Yardi Clients and their potential or actual tenants. Such websites are controlled by Yardi Clients, and as described above, any information submitted to or collected by such websites is Client Data to which this Privacy Statement does not apply. The terms of service and privacy policy of the third party Yardi Client governs such websites.

Yardi is committed to promoting privacy principles and providing as much information to individuals as legally and contractually possible about the processing of their personal data. In that light, some Yardi Client-controlled websites that are created and maintained by Yardi Services may include privacy statements directly from Yardi to the users of such websites. Yardi is committed to adhering to such privacy statements. We provide these statements, or disclosures to identify Yardi as the data processor/technology platform, to disclose Yardi's privacy practices with respect to such Client Data, and to inform the user to seek information about the privacy practices governing the website directly from the corresponding Yardi Client. To be clear, Yardi's privacy statements on such Yardi Client controlled websites are applicable only to Yardi, and not the Yardi Client. In such privacy statements, Yardi discloses how Yardi uses and processes the information collected by and submitted to the website controlled by the Yardi Client. For the avoidance of any doubt, if you submitted personal data to a Yardi Client-controlled website created and maintained by Yardi Services (e.g. RentCafé resident portals) and you wish to exercise any rights you may have to access, correct, amend or delete such Client Data, please inquire with the Yardi Client directly.

Some Yardi Sites may be created and managed by Yardi Clients. Most of these websites are not accessible via the public internet. Regardless, please know that this Privacy Statement is not applicable to those websites, which are instead governed by the privacy statement of the Yardi Client that creates and manages the website. In addition, the Yardi Sites may contain links to other third-party websites. The information practices or content of such other websites is governed by the privacy statements of such other websites. Yardi encourages you to review the privacy statements of such other websites to understand their information practices.

Information We Collect

Personally Identifiable Information. Yardi collects personally identifiable information on this Site only if you provide it. This may include, but not be limited to: the process of registering to attend an event, applying for employment with Yardi or by contacting Yardi for some other reason through a web form. In these cases only, we will require you to provide information necessary to fulfill your request, such as your name and email address.

Generic User Information. As you navigate the Yardi Sites, Yardi may also collect generic user information through the use of commonly-used information-gathering tools, such as cookies and Web beacons. This information includes standard information from your Web browser (e.g. browser type and browser language), your Internet Protocol ("IP") address, the URL of the page that referred you and the actions you take on the Yardi Sites (e.g. the web pages viewed, the survey responses you submit, the links clicked, etc.).

Cookies. This website uses cookies so that we can provide you with the best user experience possible. Cookie information is stored in your browser and performs functions such as recognizing you when you return to our website and helping our team to understand which sections of the website you find most interesting and useful. You can adjust all of your cookie settings.

How We Use Information We Collect

Yardi uses the information you submit on the Yardi Sites solely to perform the services or activity being requested and to present its content to you. However, personal data will never be sold or rented. We may use third parties to perform services related to the services or activity requested, such as payment processing for any applicable fees associated with an event or transaction. These third parties have access to the information you submit only to perform these tasks on our behalf.

Generic user information is referenced only to help us improve the usability of the Yardi Sites. You may be able to restrict the use of cookies by adjusting your browser's privacy options.

Cookies. This website uses cookies so that we can provide you with the best user experience possible. Cookie information is stored in your browser and performs functions such as recognizing you when you return to our website and helping our team to understand which sections of the website you find most interesting and useful. You can adjust all of your cookie settings.

Yardi, like all organizations, is a data controller of its employees' personal data that is processed as part of its human resources operations. If you are a Visitor located in the European Economic Area, Yardi Systems, B.V., is the data controller for any personal data collected on the Yardi Sites. For additional information about Yardi's privacy practices relating to applying for a job at Yardi, please visit our Yardi Applicant Portal Privacy Policy (which is hereby incorporated by reference).

Our legal basis for collecting and using the information and personal data described in this Privacy Statement will depend on the information or personal data concerned and the specific context in which we collect it. However, we will normally collect personal data from you only where we have your consent to do so, where we need the personal data to perform a contract with you, or where the processing is in our legitimate interests and not overridden by your data protection interests or fundamental rights and freedoms. In some cases, we may also have a legal obligation to collect personal data from you.

Public forums and Customer Testimonials

Yardi may provide bulletin boards, blogs or chat rooms on Yardi Sites. Any information or personal information you choose to submit in such a forum may be read, collected or used by others who visit these forums, and may be used to send you unsolicited messages. Yardi is not responsible for any information or personal data you choose to submit in these public forums.

Cookies. Yardi may post a list of clients and testimonials on Yardi Sites that contain information such as client names and titles. Yardi obtains the consent of each such person prior to posting any information on such a list or posting testimonials.

Information We Share

Service Providers

As described above, Yardi may share your personal data with contracted service providers so that these service providers can provide services on our behalf. Yardi does not share, sell, rent or trade any personal data to or with third parties for their promotional or marketing purposes.

Yardi Affiliates

Yardi may share your personal data with affiliates of Yardi for the purpose of any necessary collaboration. For example, Yardi may need to share your information with an affiliate for job application and employment purposes.

Yardi Successor

Yardi may share your personal data with a buyer or other successor in the event of a merger, divestiture, restructuring, reorganization, dissolution or other sale or transfer of some or all of Yardi's assets, whether as a going concern or as part of bankruptcy, liquidation or similar proceeding, in which personal data held by Yardi about our Visitors is among the assets transferred.

Compelled Disclosure

Yardi reserves the right to use or disclose information and personal data provided on the Yardi Sites if required by law or if Yardi reasonably believes that such use or disclosure is necessary to protect Yardi's rights and/or to comply with a judicial proceeding, court order or legal process.

International Transfer of Information

To facilitate Yardi's global operations, Yardi may store, transfer and access the information and personal data you submit on the Yardi Sites around the world, including the United States, Canada and other countries in which Yardi has operations. This Privacy Statement shall apply even if Yardi transfers such information or personal data to other countries. By registering to attend an event, contacting us through our web form or providing information or personal data to us on any Yardi Sites in any other context, you consent to the transfer of your information and personal data among these facilities, including those located outside your home country.

If you are located in the European Economic Area ("EEA"), we will comply with applicable legal requirements providing adequate protection for the transfer of personal data to recipients in countries outside of the EEA. In all such cases, we will only transfer your personal data if:

The country to which the personal data will be transferred has been granted a European Commission adequacy decision;

The recipient of the personal data is located in the U.S. and has certified to the EU-U.S. Privacy Shield Framework; or

We have put in place appropriate safeguards with respect to the transfer, for example the EU Model Clauses.

You may request a copy of the safeguards that we have put in place in respect of transfers of personal data by contacting us as described in the How to Contact Us section below.

Communications Preferences

Yardi offers Visitors who provide contact information a means to choose how Yardi uses the information provided. You may manage your receipt of marketing and non-transactional communications by clicking on the "unsubscribe" link located on the bottom of Yardi's marketing emails. Additionally, you may specify your communications preferences using our Privacy Feedback form. Yardi Clients cannot opt out of receiving transactional emails related to their account with Yardi or the Services.

Your California Privacy Rights

As already stated elsewhere in this Privacy Statement, and in accordance with California Civil Code Section § 1798.83, please know that Yardi does not disclose personal data collected on the Yardi Sites to third parties for their direct marketing purposes. (California Civil Code Section § 1798.83 permits users of a website that are California residents to request certain information regarding the disclosure of personal data to third parties for their direct marketing purposes).

Children Under the Age of 16

Yardi Sites are not intended for children under 16 years of age. No one under age 16 may provide any information to, or on, any Yardi Sites. We do not knowingly collect personal data from children under 16. If you are under 16, do not use any Yardi Sites, and do not provide any information via any Yardi Sites. If we learn we have collected or received personal data from a child under 16 without verification of parental consent, we will delete that data. If you believe any Yardi Sites may have collected personal data from or about a child under 16, please contact our Legal Department at (800) 866-1124.

Rights of Individuals

Visitors who wish to correct, update, change, or erase the personal data they submit on any Yardi Sites should be able to go back to the applicable registration page or web form to edit their user or organization record. However, some of the information voluntarily submitted that is not personal data, such as a response to a poll or a survey, is typically aggregated and thus not correctable, updatable, changeable, or erasable. For additional information or problems accessing your information from such page, call us at (800) 866-1124, or contact us using our Privacy Feedback form.

If you consider that we have processed your personal data in violation of applicable law and failed to remedy such violation to your reasonable satisfaction, you may also lodge a complaint with the data protection supervisory authority in your country.

Data Retention

Yardi retains the personal data we receive on the Yardi Sites for the duration of your relationship with Yardi, plus a reasonable period thereafter as necessary to fulfil the purposes described above. Retention periods may be extended if we are required to preserve your personal data because of litigation, investigations and other similar proceedings, or if a longer retention period is required or permitted by applicable law.

Security

Yardi is committed to protecting the security of any personal data you provide to us. Yardi uses appropriate administrative, technical, and physical security measures to protect any such information you submit. Despite these protections, no one, including Yardi, can guarantee the security of any data submitted over the Internet.

Digital Millennium Copyright Act ("DMCA") Notice

Pursuant to 17 U.S.C. Section 512, as amended by Title II of the Digital Millennium Copyright Act (the "Act"), Yardi reserves the right, but not the obligation, to terminate your right to use any Yardi Sites if Yardi determines in its sole and absolute discretion, that you are involved in any activity that may be infringing, including alleged acts of infringement, regardless of whether the material or activity is ultimately determined to be infringing. Yardi accommodates and does not interfere with standard technical measures used by copyright owners to protect their materials. In addition, pursuant to the Act, Yardi has implemented procedures for receiving written notification of claimed infringements and for processing such claims in accordance with the Act. You may contact the designated agent of Yardi to receive notification of claimed infringement at: Arnold.Brier@Yardi.com or via mail Attn: DMCA Agent - Legal Department, Yardi Systems, Inc., 430 S. Fairview Avenue, Santa Barbara CA 93117.

Yardi respects the intellectual property of others, and we ask our Visitors to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide the designated agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; (ii) a description of the copyrighted work or other intellectual property that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the Yardi Site; (iv) your address, telephone number, and email address; (v) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

Changes to this Privacy Statement

Yardi reserves the right to change this Privacy Statement from time to time. Your continued use of any Yardi Sites after we make changes is deemed to be acceptance of those changes, so please check this Privacy Statement periodically for updates.

Contacting Us

If you have any questions about this Privacy Statement, or you would like to exercise any of your rights, please let us know by contacting us using any of the methods below:

If you have any questions about this Privacy Statement, or you would like to exercise any of your rights, please let us know by contacting us using any of the methods below:

By phone at: +1 (800) 866-1124

By email at: privacy@yardi.com

In writing at: Attention - Privacy Manager, 430 S. Fairview, Santa Barbara, CA 93117, USA

Last Updated: August 30, 2018

 

WELCOME! THANK YOU FOR USING THE YARDI MARKETPLACE, YMP VENDORS, VENDORSHIELD, AND/OR VENDORCAFé (TOGETHER, "THE SERVICES,"). Your use of any of the Services constitutes your agreement to these Terms of Use ("Terms,") and to our Privacy Policy .The Services are provided to you by Yardi Systems, Inc. and its affiliated entities, including Yardi Marketplace, Inc. a wholly owned subsidiary of Yardi Systems, Inc. (collectively, "Yardi," "us," "our," or "we").

We may allow you to access and use the Services as a property owner or property manager licensee of Yardi technology (a "Yardi Client,"); as a resident or tenant of a building owned and managed by a Yardi Client (a ); or a provider of goods or services for a Yardi Client or other user of the Services (a "Vendor"). Additional terms may apply to your use of a particular Service. Such additional terms are made part of these Terms if you use that Service.

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICES. IF YOU ARE USING OUR SERVICES ON BEHALF OF A BUSINESS, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND THE BUSINESS AND THAT THE BUSINESS ACCEPTS THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT USE THE SERVICES.

GENERAL DISCLAIMER

The Services may facilitate interactions between you and Vendors that provide various services to you, such as for insurance and compliance verification, billing, and payment processing. Any agreements or contracts between you and such Vendors that are facilitated in any manner by the Services do not include Yardi as a party and Yardi is not intended as a third-party beneficiary to any such agreements or contracts (even if, by example only, such agreement or contract between you and the Vendor are posted or exchanged via VENDORCafé). Yardi does not negotiate contracts between you and Vendors. The Vendor shall be solely responsible for providing its services to you and you are solely responsible for complying with your agreement or contract with the Vendor, including payment for such services.

You understand that Yardi is not the manufacturer or supplier of the products or the provider of services available for purchase on the Services. The Services facilitate the purchase and distribution of third party products and services. You understand that all information about the products and services available within the Services (e.g. Yardi Marketplace or VENDORCafé ) is provided by our third party suppliers and service providers. Yardi makes no warranty or representation concerning, and expressly disclaims any liability arising out of, the accuracy of the product and service information displayed on the Service. With respect to Yardi Marketplace, Yardi's sole liability for any losses or damages arising out of any inaccuracy in such information, or use or inability to use any product or service purchased via Yardi Marketplace, shall be limited to reimbursement of the price paid to Yardi, if any, for the product or service purchased via Yardi Marketplace. You expressly acknowledge and agree that Yardi shall have no liability of any kind arising in any way out of transactions between a Service Provider and a Yardi Client that are facilitated by the Services . Yardi recommends that you do not rely solely on third party product and service information. You acknowledge and agree that you should always read labels, warnings, and directions provided with a product before use and you are responsible for checking the accuracy, completeness, currency and/or suitability of all product and service information displayed on or via the Services. Specific questions regarding any third party products or services available on or through the Services should be directed to the appropriate product or service provider and not to Yardi. Certain sections of Yardi Marketplace, and elsewhere in the Services, may include opinions of third party expert authorities in various fields. The use or reliance on these opinions is no substitute for legal, accounting, investment, and other professional services. Always consult a competent professional for answers to your specific questions.

YOUR ACCOUNT

You must set up an account ("Account") in order to use the Services. For example, you must register for an Account to make purchases on Yardi Marketplace. You must also have a registered Account to access and post information to VENDORCafé. In order to set up an Account, you must be at least 18 years of age or an emancipated minor. If you are setting up an Account on behalf of a business, you represent and warrant that you are authorized to bind the business and that the business accepts these Terms.

By registering for an Account, you represent and warrant that: (a) all information that you provide on your registration form is true, accurate, current, and complete; and (b) you will maintain and update such information to keep it true, accurate, current, and complete at all times. You are responsible for maintaining the confidentiality of your password and Account details. You are responsible for any activity that happens on or through your Account. If you learn of any unauthorized use of your password or Account, or any other breach of security, please notify Yardi and change your password immediately. We will regard all use of your Account on our Services as being by you, except where we have received and acknowledged in writing your notification to us regarding your Account/password being compromised.

Yardi reserves the right to suspend or terminate your Account or your access to the Services, without warning, if you are found to have misrepresented your age or any of the registration information submitted, if you are in violation of these Terms or any other obligation to Yardi (including any obligation to pay), if we suspect misconduct relating your Account, or for any other reason in Yardi's sole discretion.

Yardi Marketplace
You may purchase third party goods and services available through Yardi Marketplace. In general, payment must be made at the time of purchase with a credit or debit card or other payment method that we may accept on Yardi Marketplace. Yardi's sole liability for any losses or damages arising out of purchases made on Yardi Marketplace, including due to any inaccurate information about a third party good or service or the use or inability to use such product or service, will be limited to reimbursement of the price paid to Yardi, if any, for the product or service. All purchases made through Yardi Marketplace are subject to these Terms.

If you are making a purchase on Yardi Marketplace on behalf of a Yardi Client, and your Account is associated with a Yardi Client's "SAAS" or other Yardi license agreement, we may present you with different payment options for your purchases on behalf of the Yardi Client and different terms and conditions may apply to your purchases via Yardi Marketplace. Any terms contained in any purchase order, invoice or other document that you receive from the third-party supplier are separate as between you and that certain third-party supplier and shall have no affect with respect to these Terms.

If you have entered into a credit application agreement with Yardi, the terms and conditions of your credit application agreement are hereby incorporated by reference into these Terms. You must associate your Account with your credit application agreement in order to make purchases on Yardi Marketplace utilizing the credit line established under your credit application agreement. As set forth and further described in your credit application agreement: (a) you must pay your Yardi Marketplace invoices in full within 30 days of receipt of invoice; and (b) your failure to make full and timely payments on such invoices may result in us furnishing negative information to consumer and commercial credit reporting agencies about your Account or negative reviews posted by third parties on your Account profile, accessible by all Yardi Clients.

Product returns and purchase cancellations are subject to the Yardi Marketplace returns policy available at www.yardimarketplace.com.

If your payment is delinquent, we will assess a 1.5% monthly fee on the delinquent amount (or such other amount as allowed by law) until your Account is paid in full. You are liable for all collection costs we incur, including attorneys' fees and court costs. Our invoices shall be deemed correct and binding, unless you provide us with written notice of a dispute within ten days after the date of the invoice. Your are responsible for paying any sales, excise, or other governmental tax or charge payable to any federal, state, or local authority that is added to your purchase price.

Any additional details and terms regarding purchases on Yardi Marketplace will be set forth and agreed upon when you complete your transaction, such as the product price, terms for delivery and applicable taxes.

VendorShield
As a Vendor, you may use VendorShield subject to an annual compliance fee for compliance verification conducted through VendorShield.

The annual VendorShield compliance fee covers the processing, screening, handling, storage and on-going monitoring of information and documents as well as any background screening conducted on you (as the Vendor) and any of your principal(s) or owner(s), in accordance with a Yardi Client's Vendor requirements. Your payment of the compliance fee does not guarantee approval by or the receipt of any requests for work from any Yardi Client. Annual compliance fees are non-refundable and non-transferable.

Any additional details and terms regarding your use of VendorShield and payment of annual compliance fees will be set forth and agreed upon when you register to become a verified Vendor through VendorShield.

Payments and Payment Processing Generally
Except as expressly provided elsewhere in these Terms, as noted in the General Disclaimer section at the beginning of these Terms, any payments you submit or receive through the Services are for products or services provided by a party other than Yardi, and the total payment amounts required for those transactions are determined solely by you and such other party, and not by Yardi.

You acknowledge that you will address any discrepancies, issues or concerns regarding such payments by contacting the third-party provider of the product or service in question directly, rather than Yardi. Yardi shall not be involved in such issues, except where the issue is solely attributable to a malfunction or error occurring on or otherwise in connection with the Services. However, users may take advantage of certain Services that have a charge associated with them that is imposed by Yardi or some other third-party, which may or may not be a subsidiary or affiliate of Yardi. Yardi or such other company may collect these fees directly from users of the corresponding Service. You acknowledge these fees are subject to change. Additional terms available with the relevant Service may apply to payments (including in relation to refunds (if any), billing arrangements and any consequences of failing to make timely payments). You must comply with all such terms in relation to such payments by you.

Vendor Discount Rate. If you are using our Services as a Vendor to receive payments from Yardi Clients (for instance, via VendorCafe or YMP Vendors) our discount rate is 3% on all electronic card payments from Yardi Clients to Vendors.The following charges or fees may also be incurred:

 

Fee Type	Rate/Fee
Chargeback Fee	$25 plus the full chargeback amount
ACH/Electronic Bank Reject Fee	$25
Card or Payment Network Penalties, Fines and Other Fees	You are responsible for fees as a consequence of your use or misuse of the Services or your card processing activities.

In order to receive payments from Yardi Clients using our Services, you must agree to the Merchant Services Agreement for VendorCafe Sub-merchants presented to you upon registering as a Vendor on VendorCafe. Payments made by Yardi Clients to you will be submitted to Yardi, as your payment collection agent, solely for the limited purpose of accepting and processing payments from Yardi Clients. The delivery of the payment by a Yardi Client to Yardi acting as your agent shall satisfy Yardi Client's obligations to you. Once such payment is received by Yardi on your behalf, you authorize Yardi to electronically credit the funds into the bank account designated by you.

CODE OF CONDUCT POLICY
Provided you comply with these Terms and follow any policies or additional terms or guidelines made available to you within the Services, Yardi grants you a personal, worldwide, revocable, non-assignable and non-exclusive license to use the software provided or made accessible to you by Yardi as part of the Services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Yardi, in the manner permitted by these Terms. You may not copy, modify, distribute, sell, or lease any part of our Services or included software, nor may you reverse engineer or attempt to extract the source code of that software, unless laws prohibit those restrictions or you have our written permission.

Using our Services does not give you ownership of any intellectual property rights in our Services or the content you access. You acknowledge and agree that all Yardi Services use and contain proprietary and confidential technology and information owned by or licensed to Yardi, and protected by applicable intellectual property and other laws and international treaties. The content displayed on or through the Services, including without limitation all information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials (collectively, "Yardi Content") is copyrighted by Yardi and its licensors under United States and international copyright laws. Other than with respect to your Submitted Materials, defined below, the Yardi Content may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without the prior written permission of Yardi. You must abide by all copyright notices, information, or restrictions contained in or attached to any Yardi Content. Yardi, Yardi Marketplace, YMP Vendors, VendorShield, VENDORCafé and the Yardi, Yardi Marketplace, YMP Vendors, VendorShield, and VENDORCafé logos, as well as certain other of the words and logos displayed on the Services, constitute trademarks, trade names, or service marks ("Marks") of Yardi or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with Yardi or those other entities.

Your misuse of our technology is prohibited. The standard litany of bad internet behavior is listed out below, but importantly, you agree not to interfere with our Services or try to access them using a method other than the interface and the instructions that we provide. You may not use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve, scrape or index any portion of our Services, including, but not limited to, for purposes of constructing or populating a searchable database of users, businesses or products. You may not use the Services for any use prohibited by law.

You agree that you shall not (and shall not allow any third party to): (a) engage in unauthorized commercial use of the Services or any content on the Services; (b) remove any copyright, trademark or other proprietary rights notices contained in or on the Services or in or on any content or other material obtained via the Services; (c) collect, harvest or scrape any information about other users or members (including usernames and/or email addresses) for any purpose; (d) reformat or frame any portion of the web pages that are part of the Services; (e) create user accounts by automated means or under false, misleading or fraudulent pretenses; (f) create or transmit unwanted electronic communications such as "spam" to other users or members of the Services or otherwise interfere with other users' or members' enjoyment of the Services; (g) transmit any viruses, worms, defects, Trojan horses, or other items of a destructive nature; (h) use the Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material, including any material that may be deemed threatening or obscene; (i) copy or modify the HTML code used to generate web pages on the Services; (j) use any device, software or procedure that interferes with the proper working of the Services, or otherwise attempt to interfere with the proper working of the Services; (k) take any action that imposes, or may impose in Yardi's sole discretion, an unreasonable or disproportionately large load on our IT infrastructure; (l) modify, adapt, translate, or reverse engineer any portion of the Services; or (m) use the Services, intentionally or unintentionally, to violate any applicable international, national, federal, state, provincial, or local law or regulation, including, but not limited to, Fair Housing laws and regulations.

Other than as expressly permitted by these Terms and in accordance with any guidelines provided with the Services, or as otherwise expressly agreed upon in writing by Yardi, you shall not post any advertisements on or solicit business through the Services.

Submitted Materials
Some of our Services allow you to upload, submit, store, send or receive content. You retain ownership of any intellectual property rights that you hold in that content.

You represent and warrant that (a) you own or otherwise possess all necessary rights with respect to any materials you submit, store or send through the Services, including without limitation reviews of Vendors and products available on the Services, product or service information, photographs, images, text, graphics and other materials (collectively, "Submitted Materials"), (b) your Submitted Materials do not and will not infringe, misappropriate, use or disclose without authorization or otherwise violate any copyright, trade secret right or other intellectual property or property right of any third party, and (c) the Submitted Materials are not unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable. Yardi reserves the right, but is not obligated, to remove any of your Submitted Materials that Yardi believes violates these Terms or for any other reason in our sole discretion. You agree to indemnify and hold Yardi harmless from any liabilities, damages, costs, or expenses arising out of your Submitted Materials.

You hereby grant Yardi a worldwide, non-exclusive, transferable, royalty-free, perpetual, irrevocable right and license, with right of sublicense, to use, reproduce, distribute (through multiple tiers), create derivative works of, and publicly display (each of the foregoing in any form, medium, or technology now known or later developed) your Submitted Materials and any and all non-personal data provided in conjunction with your use of the Services. The rights you grant in this license are for the limited purpose of operating, promoting, and improving our Services, and to develop new ones. You hereby expressly waive any and all moral rights you may have in your Submitted Materials. In addition, you understand and hereby consent to information about your business being made available to the general public as part of the Services (e.g. for search results and geographical mapping), including full name and street and email addresses.

Please note that, especially with respect to innovative new green or sustainable building technologies, certain products and services may be made available through the Services and any feedback you provide regarding such products and services may be subject to additional terms and conditions. Any such additional terms or conditions will be presented along with the product or service offered through the Services. For example, your feedback about possible enhancements or improvements to new products and services and data about your use of such products and services could help improve building energy efficiency solutions. One of the goals of the Services is to provide a platform for innovative and collaborative industry leaders to build a path for market-ready solutions to be used at scale across the U.S. and the world. We appreciate your help in this effort.

Like most e-commerce sites, you should consider any Submitted Materials to be publicly available (and non-confidential). You understand that Yardi does not represent or guarantee the truthfulness, accuracy or reliability of any communications posted by other users or endorse any opinions expressed by other users. You acknowledge that any reliance on material posted by other users will be at your own risk. Yardi does not screen communications between users and is not responsible for screening or monitoring material posted by users of our Services. If notified by a user of communications that allegedly do not conform to these Terms, Yardi may investigate the allegation and determine in good faith and its sole discretion whether to remove or request the removal of the communications. Yardi has no liability or responsibility to users for performance or nonperformance of such activities. Yardi reserves the right to expel users and prevent their further access to the Services for violating these Terms or any laws and the right to remove any communications for any reason.

NO WARRANTY; LIMITATION OF LIABILITY

THE SERVICES, AND ALL PRODUCTS AND/OR SERVICES AVAILABLE THROUGH THE SERVICES, ARE OFFERED ON AN "AS IS" BASIS. YARDI DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES OR ANY PRODUCTS OR SERVICES AVAILABLE ON OR THROUGH THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR TITLE. YARDI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED OR THAT THE SERVICES ARE OR WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YARDI DOES NOT WARRANT THE CORRECTNESS, ACCURACY, OR RELIABILITY OF ANY CONTENT OR OTHER MATERIALS AVAILABLE THROUGH THE SERVICES.

YARDI DOES NOT WARRANT OR GUARANTEE ANY WORK PERFORMED BY ANY THIRD PARTY, INCLUDING ANY VENDOR WITH WHOM YOU PROCURE GOODS OR SERVICES FROM OR PAY THROUGH THE SERVICES. YARDI DOES NOT ENDORSE, NOR GRANT ANY PREFERRED STATUS TO ANY SUCH THIRD PARTY. YARDI MERELY FACILITATES YOUR INTERACTIONS WITH SUCH THIRD PARTIES AND IS NOT RESPONSIBLE FOR YOUR SELECTION OF THIRD PARTIES AVAILABLE THROUGH THE SERVICES.

IN ADDITION TO ANY OTHER LIMITATIONS SET FORTH IN THE TERMS OR ANY OTHER AGREEMENT WITH YARDI, IN NO EVENT SHALL YARDI BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, SPECULATIVE, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (WHETHER BASED IN CONTRACT, TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY, FRAUD, OR OTHERWISE, OR STATUTES, REGULATIONS, OR ANY OTHER THEORY) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, EVEN IF ADVISED OF SUCH POTENTIAL DAMAGES. YARDI WILL NOT BE RESPONSIBLE TO YOU FOR DAMAGES ARISING FROM DELAYS OR PROBLEMS CAUSED BY TELECOMMUNICATIONS CARRIERS OR THE BANKING SYSTEM. IN ADDITION TO ALL OTHER LIMITATIONS SET FORTH IN THESE TERMS, AND TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, YOU AGREE THAT YARDI SHALL HAVE NO LIABILITY WHATSOEVER EXCEPT IN THE EVENT OF A CLAIM OR CAUSE OF ACTION ARISING OUT OF OR CONNECTED WITH THESE TERMS FOR WHICH YARDI WAS THE SOLE CAUSE, AND THAT YARDI'S MAXIMUM LIABILITY TO YOU, REGARDLESS OF THE AMOUNT OF LOSS YOU MAY CLAIM OR HAVE SUFFERED, SHALL BE LIMITED TO A REFUND OF THE FEES YOU ACTUALLY PAID TO YARDI IN THE 12 MONTHS IMMEDIATELY PRIOR TO THE DATE YOU FIRST NOTIFY YARDI OF YOUR CLAIM. THIS REFUND IS YOUR SOLE AND EXCLUSIVE REMEDY.

ADDITIONAL VENDOR TERMS

If you use or access the Services as a Vendor, you agree to meet the following minimum standards of service:

Customer Satisfaction - You will treat your customers, including any Yardi Clients, with respect and perform your services for them in a professionally responsible manner at all times. You understand that Yardi Clients, Tenants and other users of the Services may post reviews through the Services, positive and negative, of your services and of the character of you and your service personnel. You understand and agree that, as described in the Submitted Materials section of these Terms above, Yardi is not responsible for Submitted Materials and has no obligation to review or remove such reviews, and that certain information about you may be made available to Yardi Clients. Notwithstanding the generalities of the foregoing, any negative feedback received by Yardi about you may be cause for Yardi to terminate your right to access and use the Services and/or any other agreement you may have with Yardi. Yardi has the right to terminate your ability to participate as a Vendor in our sole discretion if we have reason to believe that you are failing to meet our standards of customer satisfaction, or otherwise are in violation of these Terms.

Account Information: You represent and warrant that all Vendor information provided by you to Yardi, including all information posted on any part of Yardi Marketplace, VendorShield or VENDORCafé, shall be true, accurate, current and complete. You also represent and warrant that you will not use the Services to post any information or promote any products or services in violation of any applicable law, statute, contract, ordinance or regulation or in violation of any third party's rights, including any trade secret or other intellectual property rights.

YARDI DOES NOT WARRANT OR GUARANTEE THAT YOU WILL RECEIVE ANY ECONOMIC BENEFIT FROM USE OF THE SERVICES, FOR EXAMPLE, THAT YOU WILL RECEIVE ANY RFP'S OR THAT ANY BIDS OR PROPOSALS SUBMITTED BY YOU WILL BE ACCEPTED OR AWARDED. YOU ARE RESPONSIBLE FOR SUBMISSION OF COMPLETE AND ACCURATE PROPOSALS TO ALLOW YARDI CLIENTS AND OTHER USERS OF THE SERVICES TO PROPERLY PERFORM THEIR ANALYSIS. YARDI DOES NOT MAKE ANY DECISIONS REGARDING THE SELECTION OF VENDORS. FURTHER, ALL VENDOR COMPLIANCE VERIFICATIONS CONDUCTED THROUGH VENDORSHIELD ARE BASED ON CUSTOMER SPECIFICATIONS AND IN NO WAY GUARANTEE APPROVAL NOR ANY WORK FROM YARDI CLIENTS OR CUSTOMERS.

Indemnification and Release. You agree that, as a Vendor, you are not partners with, and are entirely independent of, Yardi. You hereby agree to indemnify and hold harmless Yardi, its directors, officers, employees, affiliates and agents from and against any third-party claims, actions, disputes or allegations arising out of or relating to (a) any fraud (or inducement to fraud), manipulation, misrepresentation or other improper action by you (or as authorized by you on your behalf) in contracting for services with a customer, (b) any work you perform, and/or products and/or services you provide (and any claimed consequence of any such work, products and/or services), or (c) any breach by you of these Terms.

MISCELLANEOUS

Links to Other Sites: 
The Services contain links to third party web sites. These links are provided solely as a convenience to you and not as an endorsement by Yardi of the contents on such web sites. Yardi is not responsible for the content of linked third party sites and does not make any representations regarding the content or accuracy of the materials on such sites. If you decide to access linked third-party web sites, you do so at your own risk.

Changes to these Terms: 
These Terms may be modified by Yardi at any time without notice, and any such modification shall be effective immediately upon posting. You agree to periodically review these Terms. By accessing or using the Services, you agree to be bound by any modifications or amendments to these Terms.

Other Terms: 
You may not assign these Terms or any of your rights or obligations without the prior written consent of Yardi, and any such attempted assignment will be void. These Terms will be binding upon the parties' respective successors and permitted assigns. These Terms are governed by the laws of the State of Texas without regard to its conflict of law provisions. You agree to submit to the personal and exclusive jurisdiction of the state and federal courts in Travis County, Texas. The failure of Yardi to exercise or enforce any right or provision under these Terms will not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the other provisions of these terms and conditions will remain in full force and effect. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions in these Terms may not apply to you. You agree that regardless of any statute or law to the contrary, any claim or cause of action by you arising out of or related to the Services must be filed within one (1) year after such claim or cause of action arose or be forever barred. The parties to these Terms are independent contractors. With the exception of Yardi acting as a payment collection agent as expressly set forth herein, neither party is an agent, representative, or partner of the other party. Neither party shall have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party. These Terms shall not be interpreted or construed to create an association, agency, joint venture or partnership between the parties or to impose any liability attributable to such a relationship upon either party.

Last Updated: August 23, 2018