Version: March 27, 2026
Yardi Systems, LLC and its affiliated entities (collectively, “Yardi”) thank you for licensing the RentCafe® Digital Key Services, which allow the use of smart lock hardware at your enrolled Properties.Yardi and Client (“Client” or “you”) agree to amend their SaaS Subscription Services Agreement (“Agreement”) to add the RentCafe Digital Key Terms of Use (“Terms”) posted at https://resources.yardi.com/legal/rentcafe/digital-key/, which govern Client’s access to and use of Yardi’s RentCafe Digital Key Services. Capitalized terms used herein but not defined below shall have the meaning ascribed to them in the Agreement.
1. Definitions.
“Access Control Platform” means the locks, networks, servers, equipment, services, and software of the applicable Hardware Licensor that form a system for access control locks.
“Digital Key License” means the license granted by Yardi (pursuant to Section 2 (Limited License Grant and Restrictions) to Client to use the RentCafe Digital Key Services.
“Digital Key Devices” means the smart lock hardware used in connection with the RentCafe Digital Key Services.
“Digital Key Services” means the RentCafe Digital Key software, Yardi-hosted functionality, and related services enabling smart lock functionality in residential units.
“Hardware Licensor” means the third-party manufacturer and licensor of Digital Key Devices, including its affiliates.“Property” means each residential property enrolled in the Digital Key Services.
“Resident” means any resident or other authorized end user of Digital Key Services at a Property.
2. Limited License Grant and Restrictions.
a. Yardi grants Client a non-exclusive, non-transferable, limited license to use the Digital Key Services solely for authorized residential Properties in accordance with these Terms. Digital Key Services are not licensed for commercial Property use.
b. Client shall not rent, lease, sell, sublicense, assign, transfer, (by sublicense, assignment, or otherwise), time share, modify, reproduce, copy, make derivative works from, distribute, publish, or publicly display any of the Yardi provided hardware devices or related software used in connection with the Digital Key License. Client may only use software provided by Yardi pursuant to these Terms. Client may not reverse engineer, decompile or otherwise attempt to discover the source code for any Yardi provided software, nor benchmark, scrape data, or otherwise misuse the Digital Key Services. Client must similarly prohibit its tenants from modifying, tampering with, reverse engineering, decompiling, or otherwise attempting to discover the source code for any Yardi provided software or misusing the Digital Key Services.
c. Entities offering property management software or services are not eligible to license the Digital Key Services.
d. Digital Key Services may only be accessed and used through Yardi-approved applications and interfaces. Client shall not create or enable user experiences that replicate or replace the official Digital Key Device setup or provisioning process provided by the Hardware Licensor or Yardi-approved applications. Client shall not use, and shall contractually bar Tenants from using Digital Key Services or related technical information to develop, market, or support products or services that compete with the Digital Key Services or the Access Control Platform.
e. All Digital Key Devices, firmware, APIs, lock data, integration technology, documentation, and related materials are and remain the exclusive property of Yardi or its third-party licensors, including the Hardware Licensor. No ownership rights are transferred to Client. All rights not expressly granted are reserved.
3. Minimum Term Commitment; Early Termination.
a. Each Property is subject to a minimum five (5) year commitment as of the date of the first activation of the Digital Key Services (the “Initial Term”) at each Property.
b. If Client terminates the Digital Key Services before expiration of the Initial Term (other than for Yardi’s uncured material breach), Client shall pay one hundred dollars ($100) per residential unit enrolled at the terminated Property. Yardi and Client agree that this fee represents a reasonable estimate of damages and is not a penalty.
4. Sale or Transfer; Assumption.
a. Digital Key Services are available only to active Yardi clients in good standing.
b. If a Property is sold to a non-Yardi client or Property management is transferred to a non-Yardi client, the Digital Key Services will terminate and the Early Termination Fee applies.
c. A qualified Yardi client may assume remaining obligations with Yardi’s written consent, avoiding the Early Termination Fee.
5. Client Responsibilities. Client is responsible for obtaining all necessary tenant consents, including ensuring that the tenant is at least 18 years of age (or the age of majority in the jurisdiction), ensuring compliance with applicable laws, and ensuring compatible devices are installed (unless Client purchases Digital Key Devices directly from Yardi).
6. Tenant Opt-Out. Tenants that choose to opt out or fail to consent to the use of the Digital Key Services may do so without impairing manual lock functionality. Client is responsible for ensuring that tenants who opt out have access to manual lock functionality. No license credits or refunds will be issued for any unit with a tenant who declines to use the Digital Key Services.
7. Warranties Disclaimer.
a. THE DIGITAL KEY SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
b. YARDI DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES WITH REGARD TO THE YARDI SOFTWARE RELATING TO THE DIGITAL KEY LICENSE, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
c. YARDI DOES NOT WARRANT THAT THE DIGITAL KEY SERVICES OR DEVICES WILL OPERATE WITHOUT INTERRUPTION, ERROR, OR SECURITY INCIDENT. CLIENT ACKNOWLEDGES THAT SMART LOCK TECHNOLOGY DEPENDS ON THIRD-PARTY HARDWARE, NETWORK CONNECTIVITY, AND EXTERNAL SYSTEMS.
d. Digital Key Device defects are covered solely under the respective manufacturer warranty.
8. Limitation of Liability.
a. Yardi shall not be liable for special, indirect, incidental, consequential, exemplary, and punitive damages, attorneys’ fees, experts’ fees, and court costs (even if Yardi been advised of the possibility of these damages), arising from or in connection with Client’s digital key license and use of the software and any related additional features, products or services.
b. YARDI SHALL HAVE NO LIABILITY WHATSOEVER FOR CLAIMS OR CAUSES OF ACTION ARISING OUT OF OR CONNECTED WITH YOUR digital key LICENSE AND USE OF THE DIGITAL KEY SERVICES, EXCEPT WHERE SUCH CLAIMS OR CAUSES OF ACTION WERE CAUSED SOLELY BY YARDI AND WERE DUE TO YARDI’S 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 greater of: (1) THE FEES YOU ACTUALLY PAID TO YARDI FOR DIGITAL KEY IN THE 12 MONTHS IMMEDIATELY PRIOR TO THE DATE YOU FIRST NOTIFY YARDI OF YOUR CLAIM OR CAUSE OF ACTION; or (2) TWENTY FIVE THOUSAND DOLLARS ($25,000). tHIS REMEDY IS YOUR SOLE AND EXCLUSIVE REMEDY UNDER THE terms.
9. Lost Equipment. Client is responsible for replacement costs of lost or damaged Digital Key Devices.
10. Connectivity. Digital Key Devices rely on wireless or cellular connectivity. Yardi is not responsible for connectivity failures to and from the Digital Key Devices due to interference, poor signal strength, or device incompatibility of Digital Key Devices not provided by Yardi.
11. Amendments to the Terms. Yardi reserves the right to add, delete or change the Terms at any time IN ITS SOLE DISCRETION, including but not limited to when such changes are required by Applicable Law or any other legal, regulatory, contractual or other requirement imposed by regulatory authority or any other entity involved in any way, whether directly or indirectly, with the Digital Key Services. Continuing use of the Digital Key Services constitutes acceptance of any amended Terms.
12. Data Processing Addendum. Client agrees to the current version of Yardi’s Data Processing Addendum located at https://resources.yardi.com/legal/data-processing-addendum/.