Yardi Matrix Terms - Marketing Resources

Version: March 17, 2026

1. The Services

Thank you for licensing Yardi Matrix referred to below as (the “Services” or “Site”) brought to you by Yardi Systems, LLC (and its subsidiaries and affiliated entities) (collectively “Yardi”). The latest version of these terms together with your signed Yardi Matrix Agreement are the Terms of Use (or “TOU”) that apply to you.

As used in these TOU, (i) “Reports” means reports, presentations, memoranda and other tangible and intangible forms prepared for the purpose of evaluating, assessing, or appraising real property; or for supporting a report or proposal prepared with respect to the marketing or valuation of real property accessed through the Services and distributed internally or externally (Reports containing Fannie Mae loan data may not be distributed externally); (ii) “Information” means available text, data, content, news, reports and other textual or numeric information accessed through the Services; and (iii) “Descriptive Forms” means images, photographs, graphics, illustrations and other visual representations; tangible and intangible accessed through the Services. Reports, Information, and Descriptive Forms shall be collectively referred herein as “Matrix Content.”’

2. License Grant; Restrictions

During the Subscription Period and subject to your acceptance and compliance with the latest TOU version, Yardi grants you a non-exclusive, non-transferable (except as expressly permitted), limited license to access and use the Services and Matrix Content for internal business purposes, including but not limited to the evaluation and execution of investments. You may share Reports with your (i) affiliates and (ii) service providers and professional advisers bound by confidentiality obligations. Any use of Reports shall include an original source attribution, as applicable.

You may only exercise the license granted in section 2 (License Grant; Restrictions) through Designated Users. You may not rent, lease, sell, transfer (by sublicense, assignment or otherwise except as expressly provided by these TOU), time share, modify, reproduce, copy, make derivative works from, distribute, publish, use to provide service bureau services, or publicly display the Services or compile, bulk download, or transfer any Matrix Content into any searchable database, or to participate in any data-sharing arrangement or data library. You may not reverse engineer, decompile or otherwise attempt to discover the source code for the Services. You may not permit any person or entity to breach the restrictions in this section 2 (License Grant; Restrictions). You may not copy or re-create the Services or its objects without Yardi’s prior express written consent. You acknowledges and agrees that You may not perform scans or electronic testing of any kind on the Site, Services, Yardi’s corporate networks, and Yardi’s corporate servers including, without limitation, vulnerability scanning or testing, penetration scanning or testing or any other type of scanning or testing of the Site, Services, Yardi’s corporate networks, and Yardi’s corporate servers.

The Matrix Content or any part thereof, or any of the descriptive materials may not be used in any inappropriate, offensive, unlawful, fraudulent, inaccurate, libelous, or otherwise objectionable manner in any way, or is in violation of any obligation under the TOU. You must abide by all notices, agreements, information, or restrictions contained in, attached to, or in any way associated with any the Services. Yardi® is a registered Yardi trademark, and Yardi’s logo and product names are Yardi trademarks. You agree not to display or use in any manner Yardi’s trademarks without Yardi’s prior, express, written permission. The Services contains proprietary information including software processes, algorithms, and data models which are confidential information of Yardi, and constitute trade secrets, and which are intended for utilization solely in connection with Your use of the Services. You may not use the Services to compete with Yardi and You may not disclose it to a Yardi competitor. Any download or copy of Matrix Content must contain copyright notices that accompany such content. You acknowledge and agree that Yardi owns all rights, title and interest to the Services, including, without limitation, all intellectual property rights therein.

3. Term.

The Agreement will commence on the date of the last party signature (“Effective Date”) and continue until the first “Anniversary Date” (i.e. “the last day of the month that is one year after the execution date of the Agreement, and each anniversary thereafter”), a period that shall be referred to as the “Initial Term”, unless earlier terminated in a manner provided for by this Agreement. Upon expiration of the Initial Term, this Agreement shall renew for successive 1-year terms (each a “Renewal Term”) if: (a) neither party provides written notice of non-renewal prior to expiration of the then-current (Initial or Renewal) Term; and (b) You tender payment of your then-current annual fee. The Initial Term and Renewal Term(s) shall be collectively referred to as the “Term” or the “Subscription Period.”

4. Pricing, Minimums, and Billing

This information is in the Yardi Matrix agreement signed by you and Yardi. Yardi reserves the right to audit your database at any time solely to confirm the scope of your use of the Services relative to your contractual license.

5. User Registration

The Service is accessed through the process of authorized user registration. Your initial registration will include your creation of a username and selection of a personal password (collectively, “Personal ID”). Any individual who maintains a Personal ID, as defined herein, shall be a “Designated Users.”

You agree to provide the names and other identifying information for each Designates User, including an Account Coordinator whose responsibilities will be to maintain user registration relating to Your account. You agree to permit access to the Service only to Designated Users. A list of Designated Users of your account will be designated during the initial registration process for the Services, and which can be amended during the Subscription Period as your needs require, through the Account Upgrade page of the Your Account area of the web site. If, at any time during your Subscription Period, a Designated User terminates from Your employ, You will notify Yardi promptly so that that individual’s access to the Service may be terminated. Continued use of the Service by that individual may constitute a material breach under the TOU.

You are responsible for maintaining the confidentiality of Your Personal ID and agree not to disclose or share Your Personal ID with any third parties or use Your Personal ID and the Services for any purpose other than approved Designated Users herein. In other words, do not forward your password or share access to this platform with others. You agree to (i) immediately notify Yardi of any unauthorized use of Your Personal ID or account, or any other breach of security, and (ii) ensure that You exit from Your account at the end of each access session. You are liable for any loss or damage arising from Your failure to comply with this section. Yardi agrees to treat any username or Personal ID as confidential information and safeguard it with the same degree of care it uses to protect its own information of a similar nature.

6. Ownership

You agree that, as between Yardi and You, Yardi is and shall remain the sole and exclusive owner of all right, title and interest in and to the Services (including, without limitation the Matrix Content), and to all intellectual property rights in the foregoing. The only rights You obtain in the Services are the licenses expressly granted to You in these TOU. All elements making up the Services (including, without limitation the Matrix Content) is protected by the copyrights, trademarks, service marks, international treaties, conventions, and/or other proprietary rights and laws of the United States and other countries, and are owned, or controlled by, Yardi, or third-party providers. All Services, whether owned by Yardi or by third-party providers, is also protected as a collective work or compilation under U.S. copyright, and other, laws and treaties. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Service. Yardi warrants that it has all necessary right, title and interest in and to the Services and to convey the licenses granted by this Agreement.

Yardi® is a registered Yardi trademark, and Yardi’s logo and product names are Yardi trademarks (“Yardi Marks”). You agree not to display or use in any manner Yardi Marks without Yardi’s prior, express, written permission. Yardi maintains exclusive, non-transferable, ownership rights in, and to, the Yardi Marks. For the avoidance of doubt, Yardi acknowledges that Descriptive Forms may include Yardi Marks, such inclusion in not intended to limit the license granted to you in this in section 2 (License Grant; Restrictions); provided, however that you may not Descriptive Forms in a manner which creates the impression that Yardi Marks belong to, or are associated with, any entity other than Yardi.

6. Indemnification

You agree to defend, indemnify and hold harmless Yardi, its affiliates, assigns, shareholders, officers, directors, employees, representatives, licensors, and agents (collectively, “Subscriber Indemnified Parties”) from and against all third-party liabilities, damages, claims, demands, actions, proceedings, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Claims”), incurred by the Subscriber Indemnified Parties in connection with: (i) Your access and use of the Services, (including claims arising from any unauthorized use of your account and/or Personal ID); (ii) any violation or breach of these TOUs; or (iii) any violation or infringement of any intellectual property, privacy, publicity, confidentiality or proprietary rights of any party as a result of Your misuse of the Services.

Yardiagrees to indemnify Subscriber from direct monetary damages of third parties, arising out of or relating to third party claims, actions or demands alleging that Subscriber’s use of the underlying Yardi software in the Services (‘Software’) in accordance with this Agreement’s terms infringes on a third party’s proprietary information, trademark, copyright, patent rights or intellectual property rights, or misappropriates a third party’s trade secrets. This indemnification is explicitly restricted to damages awarded in a final judgement or settlement. If the Software become the subject of a patent, trademark, copyright, or trade secret misappropriation or infringement claim, and such claim results – or is reasonably likely to result – in an injunction against Subscriber’s continued use of the Software, will: (I) replace or modify the Software to avoid the misappropriation/infringement claim; (II) secure Subscriber’s right to continue use of the Software or Services (if and where possible as a reseller); or (III) if neither (I) or (II) is commercially practicable, either party may terminate this Agreement upon written notice to the other party. THE FOREGOING STATES THE ENTIRE LIABILITY OF YARDI TO YOU CONCERNING INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, INCLUDING, BUT NOT LIMITED TO, PATENT, COPYRIGHT AND TRADE SECRET RIGHTS.

The defense and indemnification obligations per this section 6 (Indemnity) are conditioned upon the following: (I) the indemnified party providing the indemnifying party with prompt written notice of any claim for which indemnification is sought; (II) the indemnifying party having sole control of the defense and settlement of such claim, provided, however, that the indemnified party shall have the right to have any suit or proceeding monitored by counsel of indemnified party choice and at its expense; and (III) indemnified party reasonable cooperation with indemnifying party in the defense and settlement of the claim. The indemnifying party will not consent to the entry of any judgment or enter into any settlement or compromise affecting the indemnified party, to the extent that the judgment, settlement or compromise requires the admission of liability, fault, or wrongful act or conduct on the part of the indemnified party.

7. Damage Limitations

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

ALTHOUGH YARDI HAS ATTEMPTED TO ENSURE THE ACCURACY AND QUALITY OF THE SERVICES, MATRIX CONTENT AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YARDI EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES WITH RESPECT TO YARDI MATRIX AND THE YARDI MATRIX CONTENT (INCLUDING ANY MATRIX CONTENT CONTRIBUTIONS OR CUSTOMIZATIONS), INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE.

YARDI MAKES NO REPRESENTATION, WARRANTY, OR COVENANT THAT (I) SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE OR THAT THE MATRIX CONTENT WILL BE ACCURATE, CURRENT, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE ACCESS OR USE OF THE SERVICES OR THE MATRIX CONTENT WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY MATRIX CONTENT YOU OBTAIN FROM THE SERVICES WILL MEET YOUR EXPECTATIONS, (V) ANY ERRORS IN THE SERVICES OR IN ANY MATRIX CONTENT, WILL BE CORRECTED; OR (IV) ANY CONTRIBUTIONS OR CUSTOMIZATIONS TO THE CONTENT OR THE SERVICES WILL BE COMPLIANT WITH APPLICABLE LAW.

IN ADDITION TO (AND NOT IN PLACE OF) ALL OTHER LIMITATIONS SET FORTH IN THE TOU, AND TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, YOU AGREE THAT YARDI SHALL HAVE NO LIABILITY WHATSOEVER FOR CLAIMS OR CAUSES OF ACTION ARISING OUT OF OR CONNECTED WITH YOUR USE OF THE SERVICES AND ANY ADDITIONAL FEATURES, PRODUCTS OR SERVICES, EXCEPT WHERE SUCH CLAIMS OR CAUSES OF ACTION WERE CAUSED SOLELY BY YARDI AND WERE DUE TO YARDI’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD, IN SUCH AN EVENT 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 OR CAUSE OF ACTION, AND THIS REFUND IS YOUR SOLE AND EXCLUSIVE REMEDY UNDER THE TOU.

IN THE EVENT OF DAMAGES ARISING FROM YARDI’S INDEMNITY OBLIGATIONS PER SECTION 6 (INDEMNIFICATION), THE LIABILITY LIMIT SET FORTH IN THE PRECEDING PARAGRAPH SHALL BE INCREASED TO THE GREATER OF (I) THE FEES YOU ACTUALLY PAID TO YARDI IN THE 24 MONTHS IMMEDIATELY PRIOR TO THE DATE YOU FIRST NOTIFY YARDI OF YOUR CLAIM OR (II) TWO HUNDRED AND FIFTY THOUSAND DOLLARS ($250,000).

8. Termination

Either party may terminate the TOU upon written notice to the other party if the other party materially breaches the TOU and fails to cure such breach within 7 days of written notice of a material breach, or if the breaching party cannot reasonably cure the material breach within 7 days, the breaching party fails to initiate cure within 7 days and fails to continuously and diligently work to cure the breach until the breach is cured. Termination pursuant to this section shall be effective upon delivery of written notice after expiration of the applicable cure period. If You properly terminate this Agreement for material breach in accord with this section, Yardi shall refund a pro-rata portion of Client’s then-current annual Fees (to the extent previously paid).

As an Annual Subscriber, you will have the right to terminate the TOU without cause, within thirty (30) days of the Effective Date of the Matrix agreement. In the event of such termination, the User fee for such period shall be based on the following tiers:

Number of Licensed Markets	Termination Fee
1-4 markets	$500.00
5-9 markets	$1,500.00
10+ markets	$2,500.00

If You properly terminate this Agreement without cause in accord with this section, Yardi shall refund a pro-rata portion of Client’s then-current annual Fees (to the extent previously paid), less the Termination Fee, as applicable, included in the table above.

If Yardi is not notified of intent to terminate the TOU within the thirty- (30-) day period, Services will be deemed to have been accepted for the full Subscription Period. Termination of the Service at any time after the initial thirty- (30-) day period will result in forfeiture of the Subscription fee balance, except as expressly otherwise provided in the Agreement.

To terminate your license, you must contact a Yardi representative by notifying our Customer Service department by electronic mail at [email protected], or by registered mail to: Yardi Systems, LLC dba Yardi Matrix, 9200 East Pima Center Parkway, Suite 150 Scottsdale, Arizona 85258, Attention: Customer Service.

Your obligations under Sections 2, 4, 5 and 6 of the TOU, and any other obligations you have to protect information that does not belong to you shall survive termination of this TOU.

9. Assignment

Except for the exceptions specified in this section (Assignment), You shall not (either directly or indirectly) assign, sell, convey, pledge, or otherwise transfer the TOU without first obtaining Yardi’s express written consent, which Yardi shall not unreasonably withhold. Except for the Permitted Exceptions, any attempted assignment made without Yardi’s prior express written consent is void and a material breach of the TOU. You may assign the TOU without Yardi’s prior consent and upon notice: (i) to a wholly owned subsidiary; or (ii) in connection with any merger, acquisition, or reorganization involving You (“Permitted Exceptions”). Any assignment is subject to the following conditions: (A) You, or Your successor, continuing in the same type of business that You were conducting at the time of this TOU’s execution and that is not competitive to that of the Services; and (B) You or Your successor providing to Yardi a written ratification and assumption of this TOU (in a form reasonably satisfactory to Yardi) concurrent with the assignment.

10. External Links

As a service to you, the Yardi Matrix Site may provide hyperlinks to Web sites operated by parties other than Yardi, but making such hyperlinks available does not imply our endorsement of the material on such Web sites, or Yardi’s association with their operators. Yardi is not responsible for the availability of services through these external sites, or for any of the content, advertising, products, or other materials included in such external sites. Any concerns regarding an external web site should be directed to that site’s respective site administrator.

11. General

The TOU, and your subscription or license to use the Yardi Service, will be governed by, and construed in accordance with, the laws of the United States of America, the State of California, without reference to conflicts of laws, rules, and without regard to its location of execution or performance. You agree to comply with all laws, regulations, obligations and restrictions, which apply to you.

If any provision of the TOU is determined to be invalid or unenforceable, that part of the TOU will be modified to the extent possible, to be made valid and enforceable so as to retain the intent of the parties. In such matters the other provisions of the TOU shall remain in force. Further, the provisions of the TOU will be deemed severable and the total failure of any provision shall not affect the validity or enforceability of any other provision hereof. No failure of either party to the TOU to exercise or enforce any of its rights under the TOU will act as a waiver of such rights.

Neither the TOU, nor any terms and conditions contained herein, may be construed as creating or constituting a partnership, joint venture or agency relationship between the parties to the TOU.

The TOU are entered into solely between, and may be enforced only by, you, and Yardi, and the TOU shall not create, or be construed to create, any third-party rights

12. Modifications

Yardi may modify or update this Agreement from time to time, in its sole discretion, and reserves the right at any time and from time to time to modify, suspend or discontinue, temporarily or permanently, Yardi (or any part thereof) or any or all of the Services, or any feature thereof, with or without notice and without liability to You. You agree that Yardi has no responsibility or liability for the failure of Yardi Matrix and the deletion of other content maintained or transmitted by Yardi. You further agree that Yardi shall not be liable to You or to any third party for any modification, suspension or discontinuance of Yardi Matrix. Modifications to this Agreement, will be posted on the relevant area of Yardi Matrix and will be effective immediately upon posting. You can review the most current version of the Terms at any time by accessing them through Yardi Matrix. You agree to review the Terms from time to time to ensure You are updated as to any modifications. By continuing to use Yardi Matrix or Services following any such modification, You accept and agree to be bound by such modifications. IF ANY MODIFICATION IS NOT ACCEPTABLE TO YOU, YOUR SOLE AND EXCLUSIVE REMEDY AND RECOURSE IS TO DISCONTINUE USE OF YARDI MATRIX.