Version: February 21, 2024
1. Introduction. Thank you for engaging Yardi Systems, Inc. (“Yardi”) for REACH by RentCafe (referred to in these terms as “REACH”) services. The latest version of these terms (which Yardi may amend from time to time with or without notice and, as so amended by Yardi, are incorporated into these TOU by this reference), together with your signed REACH agreement, (collectively, these “TOU”) are the agreed terms that apply to your (“You,” “Your”) REACH services use.
2. Yardi’s Know-Your-Client/Customer Identification Program (“KYC” or “CIP”). Basic information about You or Your business is collected during the registration process. This information is gathered and validated by Yardi’s KYC Team in order to comply with applicable anti-crime and related policies. Yardi’s compliance with anti-crime and related policies, and Your compliance with the KYC process, are required. If the information You provide for KYC cannot be validated, or if You choose for any reason not to provide the information requested, You may be prohibited from engaging Yardi for some REACH services.
3. Term. The date of the last party signature on the REACH agreement shall be the “Effective Date” of these TOU. These TOU shall commence on the Effective Date and continue until the last day of the month in which the date that is 1 year after the Effective Date occurs (the “Initial Term”) unless earlier terminated in accord with these TOU. Upon expiration of the Initial Term, this Agreement shall automatically renew for successive 1-calendar month terms (each a “Renewal Term”) unless a party provides written notice of non-renewal prior to expiration of the then-current (Initial or Renewal) Term. The Initial Term and any Renewal Term(s) shall be collectively referred to as the “Term.”
4. Termination Rights & Survival.
a. Your Termination Rights. You may terminate Your REACH services at any time effective on or after expiration of the Initial Term.To terminate Your REACH services, You must contact a Yardi representative by calling (800) 866-1144 or by sending a written termination notice to:
Attn: Terminations
YARDI REACH
430 S Fairview Avenue
Goleta, CA 93117
b. Yardi’s Termination Rights.
(i) Generally. Terminations by Yardi are extraordinarily rare but may arise if, for example, You: materially violate these Terms; violate, or threaten to violate, legal or regulatory obligations; use REACH services for any improper purpose whatsoever; threaten or cause harm to Yardi or a third party; as required by law; and the like, as determined by Yardi in its sole discretion. If Your account is terminated under this section, Yardi will make a reasonable effort to notify You in advance but may take any action as required by law or contract, or that is otherwise reasonably appropriate under the circumstances as determined by Yardi in its sole discretion.
(ii) Failure to Pay. If, for any reason, any of Your payments are declined, returned, or otherwise cannot be processed, You will be notified by email at the email address on file for Your billing contact. If after You receive such notice You wish to dispute Your account status, You MUST do so in writing within 10 days from Yardi’s notice date.
IF YOU DO NOT SUBMIT A WRITTEN DISPUTE, IF YOU AND YARDI ARE UNABLE TO MUTUALLY AGREE UPON A DISPUTE RESOLUTION, OR IF YOUR ACCOUNT IS NOT BROUGHT INTO GOOD STANDING WITHIN 45 CALENDAR DAYS FROM YARDI’S NOTICE DATE, YOUR REACH SERVICES WILL TERMINATE.
c. Dispute Address. The address for submitting a written dispute is:
Attn: Legal Department
YARDI SYSTEMS, INC.
430 S Fairview Avenue
Goleta, CA 93117
d. Survival. Any provision of these TOU which expressly, or by its nature reasonably should, survive termination of these TOU, shall survive termination of these TOU.
5. Pricing & Billing. This information is in Your REACH agreement signed by You and Yardi.
6. Data Retention; Ownership. You acknowledge that the REACH services make use of multi-tenant database systems, and therefore Yardi may (but shall not be obligated to) indefinitely retain all data entered into the REACH services. You agree that, as between You and Yardi, Yardi is and shall remain the sole and exclusive owner of all right, title and interest in and to the REACH services and the software and technology underlying the REACH services, and to all intellectual property rights in the foregoing. You represent and warrant that You have all necessary rights, title, and interest in and to all materials and/or content that You provide for, or upload to: (i) the REACH services; or (ii) any Yardi-hosted site; including, without limitation, materials and/or content that Client provides for use on RentCafe portal(s) (collectively, “Your Content”). You acknowledge and agree that Yardi has no responsibility or duty to review, approve, or pre-screen Your Content that You provide for, or uploads to: (A) the REACH services; and/or (B) any Yardi-hosted site. You grant Yardi a worldwide, non-exclusive, royalty-free license and right to use, reproduce, distribute, modify, and display Your Content in connection with REACH services provided for You. You acknowledge and agree that if a third party believes their copyright has been infringed by any of Your Content, Yardi has implemented policies in accordance with the Digital Millennium Copyright Act, 17 U.S.C. Section 512, and Yardi reserves the right to remove any material found to be infringing under Yardi’s aforementioned policies. You agree to indemnify, and hold Yardi harmless from and against, any third party claims, actions or demands alleging that Yardi’s use, reproduction, distribution, modification, and/or display of Your Content in connection with REACH services provided for you infringes on a third party’s proprietary information, trademark, copyright, patent rights or intellectual property rights, or misappropriates a third party’s trade secrets.
7. Confidentiality. “Confidential Information” means all Yardi data and information including, without limitation, patented, copyrighted, and/or trade secret data. You agree not to disclose Confidential Information to any unauthorized third party, except as described below or as expressly permitted by these TOU. Your obligation to protect Yardi’s Confidential Information does not apply if the information: (a) is by definition not confidential; (b) is no longer confidential (through no fault of Yours); (c) was obtained by You, or already in Your possession, provided it was obtained properly and without violating these TOU or any prior existing obligation to keep it confidential; or (d) was independently developed (without having used, referred to, or relied on Confidential Information) by You.
8. LIMITED WARRANTY; WARRANTY DISCLAIMER; DAMAGE WAIVER; LIABILITY/REMEDY LIMITATIONS.
a. Limited Warranty and Your Remedy for Limited Warranty Breach. Yardi warrants to You that the REACH services do not infringe upon, or misappropriate, any third-party proprietary information, copyright, patent rights, intellectual property rights, or trade secrets. Any damages for a breach of the foregoing limited warranty by Yardi are strictly limited by these TOU as follows. IF YARDI BREACHES THE FOREGOING LIMITED WARRANTY, YARDI AGREES TO USE COMMERCIALLY REASONABLE EFFORTS TO MODIFY THE REACH SERVICES SO THEY CONFORM TO THE LIMITED WARRANTY. YARDI WILL: (a) NOTIFY YOU IF IT IS NOT COMMERCIALLY PRACTICABLE FOR YARDI TO MAKE SUCH MODIFICATIONS; AND, IF SO, (b) IMMEDIATELY TERMINATE YOUR THE REACH SERVICES WITHOUT ANY PAYMENT PENALTY, WHICH SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY. IF, UNDER THIS WARRANTY, YOU DO NOT ACCEPT YARDI’S MODIFICATIONS, YOU MUST NOTIFY YARDI IN WRITING WITHIN 30 CALENDAR DAYS OF YARDI’S MODIFICATIONS AND, UPON RECEIPT OF SUCH NOTICE, YOUR REACH SERVICES WILL TERMINATE WITHOUT ANY PAYMENT PENALTY, WHICH SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY.
b. Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8(a) (LIMITED WARRANTY), YARDI DISCLAIMS TO THE FULLEST EXTENT ALLOWED UNDER APPLICABLE LAW ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES WITH REGARD TO THE REACH SERVICES INCLUDING, WITHOUT LMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE REACH SERVICES WILL MEET YOUR SPECIFIC TECHNICAL, PROPERTY MANAGEMENT, OR ANY OTHER REQUIREMENTS OR EXPECTATIONS.
c. Damage Waiver. NOTWITHSTANDING ANY OTHER TERMS IN THESE 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’ FEES, EXPERTS’ FEES, AND COURT COSTS (EVEN IF YARDI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR IN CONNECTION WITH THE REACH SERVICES OR THESE TOU.
d. Liability/Remedy Limitations. IN ADDITION TO (AND NOT IN PLACE OF) ALL OTHER LIMITATIONS SET FORTH IN THESE 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 THE REACH SERVICES OR THESE TOU, EXCEPT WHERE SUCH CLAIMS OR CAUSES OF ACTION WERE CAUSED SOLELY BY YARDI AND WERE DUE TO YARDI’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AND 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 6 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 THESE TOU.
9. Dispute Resolution. In the event of a dispute arising out of or related to these TOU or the REACH services, you and Yardi will use commercially reasonable efforts, in good faith, to informally resolve the dispute. These efforts shall be confidential and protected under applicable law as compromise and settlement negotiations. If, after 30 calendar days of good faith negotiations, the parties are unable to reach a mutually satisfactory resolution, either party may pursue its rights and remedies under these TOU and applicable law.
10. Assignment. These TOU cannot be assigned by you for any reason without Yardi’s prior, express, written consent, which consent Yardi may withhold for any reason in its sole discretion. Any attempted or purported assignment of these TOU without Yardi’s prior, express, written consent is void. These TOU are binding on, and inure to the benefit of, both you and Yardi, and our respective, permitted assigns, successors, and legal representatives.
11. Governing Law/Venue. These TOU are governed and determined by the laws of the United States and the State of California as such laws are applied to agreements entered into, and performed, entirely within the state of California between California residents. Any action or proceeding related to or arising out of these TOU shall be resolved only in a court of competent jurisdiction in the City of Santa Barbara, California (or, if there is no court of competent jurisdiction in the City of Santa Barbara, California, then the court of competent jurisdiction closest to the City of Santa Barbara, California), and you and Yardi expressly consent to the personal jurisdiction of such courts and waive any right to cause any action or proceeding to be brought or tried elsewhere.
12. General Terms.
a. Waiver. If a party waives any TOU breach by the other party, that waiver shall not be construed as a waiver of any other or subsequent breach.
b. Severability. If a court or other body of competent jurisdiction determines that any TOU provision is unenforceable, the parties acknowledge and agree that all other TOU provisions are unaffected by that determination and shall remain enforceable.
c. Data Use. Yardi may aggregate, compile, and use any REACH services data to create, offer, improve, develop or enhance the REACH services and/or any other current or future Yardi products, features or services; provided, however, that Yardi will not aggregate, compile, and/or use any REACH services data in a form that can be traced back to You, Your customers, or the tenants residing in any property You own or manage.
d. Entire Agreement. These TOU constitute the final, complete, and exclusive agreement between the parties pertaining their subject matter, and replace and supersede all other prior understandings or agreements, if any, and in any form regarding their subject matter. The parties also acknowledge and agree that neither party has been induced to enter into these TOU by, or because of, any representations, warranties, or other assurances that are not set forth in these TOU, as may be amended from time to time.
e. Modification. You acknowledge and agree that these TOU can only be modified by Yardi. You acknowledge and agree that Yardi may amend these TOU from time to time with or without notice and, as so amended by Yardi, such amendments are incorporated into these TOU by this reference.
13. Additional Product Terms.
a. Reach by RentCafe PPC Services:
(1) Client agrees Yardi’s Reach by RentCafe PPC services are applicable to Yardi’s RentCafe websites only. Google Ads are a requirement for the Reach by RentCafe PPC Service. Additional ad platforms are available in addition to Google Ads with a minimum spend and management fee requirement. Client agrees there are no warranties about the effectiveness of the services and their reliability, availability, or the ability to meet the Client’s needs and agrees Yardi is providing Reach by RentCafe PPC Services “as is.”
(2) Client acknowledges and agrees, upon Client’s failure to timely pay any Yardi invoice for Reach by RentCafe PPC Services, Yardi will assess a late payment Fee equal to the lesser of: (i) 1.5% of Client’s balance from the original balance due date until the balance is paid in full; or (ii) the maximum rate allowed by applicable law as applied to Client’s balance from the original balance due date until the balance is paid in full. Client shall additionally be liable for all costs incurred by Yardi to collect Fees for Reach by RentCafe PPC Services. Yardi reserves the right to suspend Reach by RentCafe PPC Services resulting from Client’s failure to pay invoices in a timely manner.
b. Reach by RentCafe SEO: Client agrees Yardi’s Reach by RentCafe SEO services are applicable to Yardi’s RentCafe websites only. Client expressly acknowledges and agrees that Reach by RentCafe SEO services are limited only to the provision of search engine optimization services and do not include the provision of other services, including legal compliance services, accessibility consulting services, or custom programming or website design services. Client shall, at all times, be solely responsible for ensuring that the content displayed on Client’s RentCafe websites complies with all applicable laws, rules, and regulations, including but not limited to any laws, rules, or regulations pertaining to fair housing and website accessibility.
c. Reach by RentCafe SEO Foundations: Client agrees Yardi’s Reach by RentCafe SEO Foundations services are applicable to Yardi’s RentCafe websites only. Client expressly acknowledges and agrees that Reach by RentCafe SEO Foundations services are limited only to the provision of search engine optimization services and do not include the provision of other services, including legal compliance services, accessibility consulting.
d. Reach products have a commitment period of 12 months.