Version: September 23, 2022
1. The Service
b. Subject to the terms and conditions of the TOU, Yardi makes available text, data, content, news, reports and other textual or numeric information (“Information”) and images, photographs, graphics, illustrations and other visual representations; tangible and intangible (the “Descriptive Forms”). Collectively, information and material Descriptive Forms are referred to herein as, the “Service” or “Services.”
2. Scope of Agreement
a. The TOU defines Subscriber use of Services and is subject to modification from time-to-time of applicable terms and conditions relating to the Service’s use. Such modification may include format changes dedicated to user access improvements.
b. If you do not agree to the most current version of these Terms, which are accessible at https://resources.yardi.com/legal/matrix/subscriber-agreement/, you may not use (or must stop using) Yardi Matrix.
a. The TOU will commence on the date of the last party signature of your Yardi Matrix agreement (“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 TOU. Upon expiration of the Initial Term, the agreement shall renew for successive 1-year terms (each a “Renewal Term”) if: (i) Client tenders payment of Client’s then-current Total Annual Fee; and (ii) neither party provides written notice of non-renewal at least 30 days prior to the end of the then-current (Initial or Renewal) Term. The Initial Term and Renewal Term(s) shall be collectively referred to as the “Term” or the “Subscription Period.”
4. User Warranty
a. By entering into the TOU, or by using the Service, you are warranting and representing that you: (a) have the power and authority to enter into the TOU; (b) are at least eighteen (18) years of age; and (c) will use the Service only as set forth in this TOU.
a. Yardi does not provide services and equipment required to access the Yardi web site; Subscribers are responsible for obtaining and maintaining all telephone, computer hardware and other equipment (“Equipment”) needed for access to, and use of, the Service, and are responsible for all equipment charges related thereto.
6. Copyright and Intellectual Property
a. Information and Descriptive Forms published as components of the Service are 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.
b. All elements making up the Service are also copyrighted works. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Service.
7. Scope of License to Use Services
a. As a Subscriber, you hold a limited, non-exclusive right of access to the Service for your own personal use and benefit. You may use the Services in reports, presentations, memoranda and other tangible and intangible forms, for internal distribution; external distribution (excluding Fannie Mae loan data); 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 (collectively, “Reports”); provided, however, that all such Reports shall include an original source attribution, as applicable.
8. License to Use Trademarks, Trade Names and/or Service Marks, etc.
a. Yardi maintains exclusive, non-transferable, ownership rights in, and to, the Yardi trademarks, trade names, and/or service marks. A Subscriber license incorporates a limited, non-exclusive right to use the Descriptive Forms, and Descriptive Forms may be used by you on all reports reproduced from the Service, whether for internal or external purposes, provided, however, that Descriptive Forms are not used in a manner which creates the impression that such names and marks belong to, or are associated with, any entity other than Yardi, and are used as provided in the TOU.
a. Assignment Limitation. Except for the exceptions specified in this section (Assignment), Client 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.
b. Permitted Exceptions. Subject to the conditions precedent set forth in this section (Assignment), Client 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 Client. Any assignment is subject to the following conditions: (A) Client, or Client’s successor, continuing in the same type of business that Client was conducting at the time of this TOU’s execution; and (B) Client or Client’s successor providing to Yardi a written ratification and assumption of this TOU (in a form reasonably satisfactory to Yardi) concurrent with the assignment.
10. Business Integrity/Non-Compete
a. In your use of the Service, you Agree:
· Not to copy, reproduce, store in electronic form, recompile, decompile, disassemble, reverse engineer, modify, print, transmit, transfer or sell, create derivative works from, distribute, publish, perform, display, or in any way exploit the Services, Information or Descriptive Forms, in any way not expressly permitted by the TOU without first obtaining Yardi’s written permission.
· Not to use, transfer, distribute, or dispose of any Information or Descriptive Forms contained in the Site in any manner that could compete with the business of Yardi, or to any person or entity that you know, or should have reason to know, might use such Information or Descriptive Forms in competition with Yardi.
· Not to offer any part of the Information, Descriptive Forms, or Services for sale, distribute them through any other medium without Yardi’s prior written consent.
· Not to compile or transfer any Information or Descriptive Forms into any searchable database, or to participate in any data-sharing arrangement or data library, without Yardi’s express, prior written consent.
· That the Information or Descriptive Forms 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.
· That the Information, Reports, Services, and Descriptive Forms are confidential and proprietary products of Yardi (“Confidential Information”), and that in the event of unauthorized disclosure of such by you, no remedy at law may be adequate. You shall not use the Confidential Information, except as provided for in the TOU. You may not disclose the Confidential Information, except to your employees, contractors, affiliates, subsidiaries, or agents having a need to know the Confidential Information related to the purpose for the TOU, and who are subject to confidentiality obligations substantially similar to those set forth in the TOU. You shall undertake reasonable measures to protect the Confidential Information. You acknowledge and agree that in the event of such unauthorized disclosure of Confidential Information, Yardi maintains the right to seek injunctive relief, or any other equitable remedy available at law.
· Not to bulk download Information, Descriptive Forms, or Services during the Term to be used outside of Subscriber’s normal course of business and/or to be used for any of the unpermitted acts mentioned within this section.
11. User Registration
a. The Service is accessed through the process of Authorized User registration. Your initial registration will include your creation of a user name, and selection of a personal password (collectively, “Personal ID”). A password or user name considered to be inappropriate may be required to be modified or deleted.
b. You agree to provide the names and other identifying information of each individual to be licensed under your Subscription, 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 those individuals that have registered with us, and have been given a Personal ID.
c. A list of Designated Users of your account will be designated during the initial registration process, 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.
12. User Obligations
a. You agree that, when accessing the Service, you are responsible for safeguarding and maintaining the confidentiality of your Personal ID, and are liable for all use of Services thereunder, including use by an unauthorized person who accesses the Service through use of your Personal ID. In the event you have reason to believe that a third party has gained access to your account, you should promptly change your password.
b. If, at any time during your Subscription Period, a registered user terminates from your employ, you will notify us promptly so that that individual’s access to the Service may be terminated. Continued use of the Service by that individual will constitute a material breach under the TOU.
a. You agree to defend, indemnify and hold harmless Yardi, its affiliates, assigns, shareholders, officers, directors, employees, representatives, licensors, and agents (collectively, “Indemnified Parties”) from and against all third-party liabilities, damages, claims, demands, actions, proceedings, costs, and expenses (including reasonable attorneys’ fees), incurred by the Indemnified Parties in connection with: (i) Any claim arising in connection with, or arising from, your breach of the TOU or (ii) Your use of the Service, or any third-party links provided within the Yardi Matrix site; or (iii) From any unauthorized use of your account and/or Personal ID.
14. Damage Limitations
a. REGARDLESS OF ANY OTHER PROVISION IN THE TOU, AND TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, YARDI DISCLAIMS ALL OBLIGATIONS AND LIABILITIES FOR SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE AND CONSEQUENTIAL DAMAGES, ATTORNEYS’ AND EXPERTS’ FEES, AND COURT COSTS (EVEN IF YARDI HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), ARISING FROM OR IN CONNECTION WITH THE TOU.
15. Limitation of Liability
a. IN ADDITION TO THE LIMITATIONS OTHERWISE SET FORTH IN THE TOU, AND TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, SUBSCRIBER AGREES THAT IN THE EVENT OF ANY CLAIM OR CAUSE OF ACTION BY SUBSCRIBER ARISING OUT OF OR CONNECTED WITH THESE TERMS AND CONDITIONS, YARDI’S MAXIMUM LIABILITY TO SUBSCRIBER, REGARDLESS OF THE AMOUNT OF LOSS SUBSCRIBER MAY HAVE SUFFERED, SHALL NOT EXCEED THE FEES PAID BY SUBSCRIBER TO YARDI PURSUANT TO THE TOU WITHIN THE YEAR PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.
a. 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 Arizona, 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.
b. 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.
c. 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.
d. 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.
a. 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.
b. 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
c. 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.
d. Termination is your sole right and exclusive remedy if you are not satisfied with the Yardi Service, any modification to the Service or with the terms and conditions under which Services are made available. Subscription termination can be completed by notifying our Customer Service department by electronic mail at [email protected], or by registered mail to: Yardi Systems, Inc. dba Yardi Matrix, 9200 East Pima Center Parkway, Suite 150 Scottsdale, Arizona 85258, Attention: Customer Service.
e. You acknowledge that fees for Services have been set in reliance on the disclaimers of warranty and limitations and exclusions of liability set forth in the TOU and that the same form an essential basis of the bargain between the parties. You waive all claims against Yardi, or any of its affiliates, shareholders, officers, directors, employees, agents, representatives and licensors for any action in connection with the Service, or for revoking your access to the Service.
f. In the event of legal action, and Yardi prevails in obtaining equitable relief or monetary damages, you will be obligated to reimburse Yardi for reasonable attorneys’ fees, costs and expenses incurred by Yardi in pursuing such legal action, or for any costs incurred by Yardi in enforcing any order or collecting any judgment.
18. External Links
a. 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.
19. Disclaimer Errors and Omissions
a. The Descriptive Forms included in Services are offered, “as is,” without warranties regarding title, merchantability, fitness for a particular purpose, or non-infringement. While reasonable efforts are made toward maintaining a high standard of quality of information incorporated into the Service, Yardi does not warrant the accuracy, completeness, timeliness or other characteristics of any third-party services made available through the Service, and is not responsible for errors or omissions with respect to third-party service content.