Version: September 26, 2023

WELCOME!  THANK YOU FOR USING VENDORCAFE (“THE SERVICES”). Your use of any of the Services constitutes your agreement to these Terms of Use (“Terms”) and to our Privacy Statement.  The Services are provided to you by Yardi Systems Ltd. (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”, “you”, or “your”);

·    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. This includes entering into terms with a third-party payment service provider. 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.

1.  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 VendorCafe).

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 should note that anyone who is not a party to these Terms will not have any rights under the Contracts (Rights of Third Parties) Act 1999. Our affiliates may enforce these Terms as if they had been a party.

You understand that Yardi is not the manufacturer or supplier of products or the provider of services that are available for purchase through the Services, including on Yardi Marketplace or VendorCafe. You further understand that any information about third party products and services available through the Services, including on Yardi Marketplace and VendorCafe, is provided by the Vendor or other third-party supplier of the products and services. Yardi makes no warranty or representation concerning, and expressly disclaims any liability arising out of, the completeness or accuracy of any information about such third-party products and services displayed through the Services.  Yardi recommends that you do not rely solely on third party product and service information. You should always read labels, warnings, and directions provided with a product before use and you are responsible for checking the accuracy, completeness and/or suitability of all product and service information provided through the Services. Specific questions regarding any third-party products or services available through the Services should be directed to the appropriate product or service supplier and not to Yardi.

The Services may include opinions of third-party expert authorities in various fields. Your use of or reliance on these opinions is no substitute for your obligation to obtain appropriate legal, accounting, investment, and other professional services. Always consult a competent professional for answers to your specific questions.

2.  YOUR ACCOUNT

You must set up an account (“Account”) in order to use the Services.

For example, you must have a registered Account to access and post information to VendorCafe. In order to set up an Account, you must have sufficient legal capacity to enter into the Terms, and be at least 18 years of age. 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.

You must provide to us such information as we require to register your Account. Without this information, we will be unable to register your Account. Yardi has right to decline your request to register an Account without providing reasons for doing so and is under no obligation to provide you any compensation for rejecting a proposed Account registration. 

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.

We may at our option at any time require you to promptly provide us with reasonable evidence that any information you’ve given us is true and up to date and that such information and your behaviour is in compliance with these Terms and the Payment Terms. Such information includes (but is not limited to) information in connection with your registration for an Account, in your Account profile and in your listings on VendorCafe. We can suspend or restrict individual listings until you’ve supplied this evidence and end this agreement if you don’t comply with this requirement.

You permit and instruct us to collect information about you and in connection with your performance of the Terms and your use of the Services (including without limitation your listings on VendorCafe) and disclose it to tax or other governmental or regulatory authorities as required by law or for compliance with our legal obligations.

3. 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 Vendor, and not by Yardi. Vendor’s are free to price their products or services however they see fit, provided that prices must be inclusive of (a) supply VAT (if applicable) and (b) other non-optional fees and charges. Any other fees must be clearly disclosed, including whether such fees are optional.

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.

In order to receive payments from Yardi Clients, payment services on VendorCafe to Vendors are provided by Stripe (a third party payment service provider) or its affiliates, as further set out in the Payments Terms (defined below).

Yardi does not provide payment processing services and is not liable for payment processing activities. Such services are provided by Stripe.

In order for Yardi Clients and Vendors to use VendorCafe and for Vendors to receive payments from Yardi Clients, both Yardi Clients and Vendors must each review and agree to Payment Processing Terms and the Stripe Connected Account Agreement and Terms of Services (“Payment Terms”) set forth therein and incorporated herein by this reference.  

In addition to agreeing to the Payment Terms, each Yardi Client must also authorize Stripe to debit their respective third party bank account if their account with Stripe goes negative or does not contain funds sufficient to pay amounts that Yardi Client may owe to Stripe or to fund a refund, reversal, or pursuant to a dispute, or for any other reason required pursuant to the Payment Terms. Therefore, in order to make and/or receive any payments each Yardi Client must complete a Direct Debit Mandate authority.

In order to enable Stripe to provide its payment processing services to you, you agree to provide Yardi and/or Stripe accurate and complete information about you and your business upon either ours or Stripe’s request, and you authorize Yardi to share with Stripe such information and transaction information related to your use of the payment processing services provided by Stripe.

4.  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, VendorCafe and the Yardi, and VendorCafe 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.

You may only use the Services in accordance with these Terms. Your misuse of our technology is prohibited. 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) attempt to copy, modify, duplicate, create derivative works from, mirror, republish, download, display, transmit, distribute reformat or frame all or any portion of the web pages that are part of the Services in any form or media or by any means; (e) create user accounts by automated means or under false, misleading or fraudulent pretenses including for the purposes of evading punishment or avoiding restrictions or to provide third parties with access to the Services; (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, including for the purposes of building a product that competes with the Services; or (m) use the Services, intentionally or unintentionally, to violate any applicable international, national or local law or regulation, including, but not limited to, private housing laws and regulations.

You agree to use all reasonable security practices to prevent unauthorized access or damage to our systems and the Services. These practices include but are not limited to: (a) making sure any devices you use to access the Services have up to date anti-virus protection and not introducing viruses into the Services; (b) ensuring that your log-in details and passwords for the Services are only used by you or your employees or subcontractors who in each case are required to comply with these Terms, are not shared between users, and are changed regularly; and (c) informing us immediately if you have reason to believe that the security of our systems or the Services has been compromised in any way. 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.

5.  SUBMITTED MATERIALS

Some of our Services allow you to upload, submit, store, send or receive content. Before you are permitted to upload, submit, store, send or receive content on the Services, including by virtue of VendorCafe, you must create a profile on the Services (“Profile”). You retain ownership of any intellectual property rights that you hold in content that you upload, submit, store, send or receive via the Services.

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, (c) the Submitted Materials are not unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable, and (d) that sufficient information will be included in your Submitted Materials and/or your Profile to comply with applicable consumer protection laws. 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, right and license, with right of sublicense, to host, use, reproduce, display, 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) any and all content, data or information in 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. You agree that the license referred to above may only be revoked by written notice to Yardi, such notice to be provided no less than 30 days after any products or services to which the Submitted Materials relate have ceased to be offered to Yardi Clients.

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.

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.

6.  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 to the fullest extent permitted under relevant laws. Yardi does not warrant the correctness, accuracy, or reliability of any content or other materials available through the Services. 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 reserves the right to take some or all of the Services offline as reasonably required for routine and emergency maintenance or repairs. We will give you as much notice of such downtime as reasonably possible. All communications using the internet may be affected by events outside our reasonable control.

Yardi does not warrant or guarantee any work performed by any third party, including any Vendor with whom you contract, 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 of any other agreement between You and  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. For the avoidance of doubt, Yardi will not be liable to You for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings or any other indirect or consequential loss.

Yardi will not be responsible to you (Yardi Client and/or Vendor) 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 notify Yardi of your claim. This refund is your sole and exclusive remedy. Nothing in these Terms shall limit our liability for death or personal injury arising from our negligence, fraud or fraudulent misrepresentation in connection with the Services, or breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982, which cannot be excluded or limited under English law.

7.  ADDITIONAL VENDOR TERMS

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

Customer Satisfaction: Vendors will be responsible for all services that Vendors provide to customers, including any Yardi Clients, as applicable. Vendors will treat 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 and other users of the Services may post reviews through the Services, positive and negative, of Vendor services and of the character of Vendors and their service personnel.

Vendor understands and agrees that, as described in the Submitted Materials section of these Terms above, Yardi is not responsible for Submitted Materials and only reviews Submitted Materials and reviews to ensure their content is not offensive or otherwise contrary to the content requirements of these Terms or any other legal requirements relating to the fair, honest and balanced presentation of reviews, testimonials or sponsored endorsements as may be applicable. Yardi has no obligation to review or remove reviews simply because they are negative, and Vendor agrees that certain information about Vendor may be made available to Yardi Clients through Submitted Materials and/or reviews.

Notwithstanding the generalities of the foregoing, any negative feedback received by Yardi about Vendor may be cause for Yardi to terminate your right to access and use the Services and/or any other agreement Vendor 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 Vendor is failing to meet our standards of customer satisfaction, or otherwise are in violation of these Terms.

We will tell Vendor if a user contacts us to cancel an order or request for service. When we do so, or when a user contacts Vendor directly to cancel an order, Vendor must comply with all applicable laws and regulations regarding cancellations. Vendor must promptly tell us of any refunds due to other users of the Services who have cancelled orders or requests, and these will be dealt with in accordance with the Payment Terms.

We will tell Vendor if we receive a customer complaint regarding Vendor or any of your Submitted Materials. Vendor must deal with complaints we tell Vendor about, and any complaints Vendor receives directly from users, in a way that complies with the applicable laws and honours any additional commitments or guarantees Vendor  has made in connection with any goods or services Vendor has offered via the Services, either through Submitted Material or other marketing or advertising materials. Vendor must keep detailed records of how Vendor has dealt with customer complaints and share them with us if requested.

Account Information: Vendor will provide all information requested by Yardi to enable Vendor to provide your services as facilitated by Yardi. Whilst we will request information from Vendor to comply with our obligations under applicable laws, Vendor will be solely responsible and liable for all information that Vendor provides to customers (i.e., the property managers), and shall ensure full compliance with applicable laws at all times during the duration of these Terms. Vendor represents and warrants that all Vendor information provided by it to Yardi, including all information posted on any part of VendorCafe, shall be true, accurate, current and complete. Vendor represents and warrants that it 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.

Access to and use of data generated through use of the Services: Use of the Services by any and all users will generate data (including personal data) about orders, queries, ratings, reviews of your products and services and other matters. Should Vendor wish to access such data relating to Vendor and / or your products or services made available through the Services, please submit a request via Web Form. Such requests will be dealt with in accordance with our Privacy Statement. 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.

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.

8.  SUSPENSION OF LISTINGS & TERMINATION

When we will suspend listings: We can suspend or restrict any individual listing Vendors make on the Services if we become aware, or have reason to believe, that the information Vendors have provided in connection with a listing is not true or up to date or that the listing does not comply with these Terms, including our policies, or is otherwise unlawful.

We can end this agreement and your rights to use the Services for any of the following reasons: (a) You have not complied with these Terms, including the policies referred to in them and your non-compliance is more than trivial or is repeated, (b) You have not paid one of our invoices by the due date, (c) You have become insolvent or you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business or your financial position deteriorates to such an extent that we think your ability to fulfil your obligations under these Terms or any other agreements relating to your use of the Services is at risk, (d) We reasonably consider that continuing to allow you to access and use the Services could expose Yardi or VendorCafe to disrepute, contempt, scandal or ridicule, or would tend to shock, insult or offend the public or reflect unfavourably on Yardi’s reputation or the other users of the Services, (e) We decide to stop providing the Services or to stop selling your type of products or services through the Services, (f) We reasonably determine, or receive information or notice from a relevant taxation authority, that you are not meeting your tax obligations

We will give you at least 30 days’ notice that we are ending these Terms unless: (a) Our legal, tax or regulatory obligations require us to end these Terms without such notice, (b) it is imperative for us to end these Terms either immediately or on shorter notice. For example, we may end this agreement with immediate effect if you become insolvent or we discover that your products or services are unsafe or counterfeit or present a danger to minors or if we reasonably suspect you of fraud or of using the Services to spam others, (c) You have repeatedly broken this agreement.

If we are suspending or restricting an individual listing or ending these Terms, we will normally give you a written statement of the specific facts or circumstances which led to our decision and which of these Terms we consider you have broken. If we are acting in response to a notification from someone else, we will also share the contents of that notification with you. However, we will not give you such a statement if: (a) We are subject to a legal, tax or regulatory obligation not to provide the specific facts or circumstances or to set out our reasons, (b) We are ending this agreement because you have repeatedly broken it.

Where we are suspending or restricting an individual listing, we will send the statement before or at the time of the suspension or restriction. If we are terminating these Terms, we will send the statement at the same time that we give notice that we are terminating these Terms.

Your termination right:

You may stop using the Services at any time. These Terms will end when either you have informed us, at [insert email address], that you no longer wish to use the Services or, where applicable you have removed any listings for your products or services.

Your obligations after these Terms end:

After this agreement ends (for whatever reason) you must (unless we tell you otherwise): (a) immediately remove any listings for your products or services from the Services, (b) leave your customer facing Profile (excluding listings for your products or services) live until [XX] days after the final provision of goods or services transacted using the Services, to allow users to contact you about previous interactions with you for the provision of goods or services. Once this period has expired you must remove your Profile, (c) continue to comply with these Terms insofar as they relate to transactions or contracts concluded using the Services before removal of your product or services listings. You need only comply with the version of these Terms which applied when the Terms ended.

Yardi’s obligations after these Terms end:

After these Terms end (for whatever reason) we: (a) may remove all listings for your products or services from the Services, if you have not already done so, (b) may remove your Profile from the Services, if you have not already done so, except that we can keep it live until 30 days after the final provision of goods or services transacted using the Services, to allow users to contact you about previous interactions with you for the provision of goods or services, (c) will continue to comply with these Terms insofar as they relate to transactions or contracts concluded using the Services before removal of your product or services listings, including by paying sums due to you. We will comply with the version of these Terms which applied when these Terms ended, (d) will stop giving you access to data (including personal data) generated by your use of the Services.

9.  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: 

Occasionally we may make changes to these Terms for valid reasons, such as improving the existing functions or features or adding new functions or features to the Services, ensuring the operability or the security of the Services, and for legal or regulatory reasons. When we make material changes to these Terms, we’ll provide you with notice as appropriate under the circumstances. In some cases, we will notify you in advance, and your continued use of the Services after the changes have been made will constitute your acceptance of the changes. Please therefore make sure you read any such notice carefully.

If you are unhappy with any changes to these Terms, you may terminate this agreement. The exceptions are that you cannot terminate these Terms because of a change if (a) You have listed new products or services on the Services after being notified of the change, or (b) You have previously told us that you accept the change.

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 England and Wales without regard to its conflict of law provisions. You agree to submit to the personal and exclusive jurisdiction of the courts of England and Wales. You agree to comply with any and all laws or regulations applicable to You in connection with your use of the Services. 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. 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. These Terms, and any agreement incorporated into these Terms, contain the whole agreement between us relating to the matters contained in this Terms and supersedes any previous agreement (whether oral or in writing) between the parties relating to those matters.