Version: December 27, 2024
You (“You” or “Your”) desire to use the Engrain Services (as defined below) offered through Engrain Technologies, Inc., in connection with Your existing agreement with Yardi Systems, Inc. (the “Agreement”). You hereby acknowledge and agree to be bound by the following terms and conditions (“Engrain Terms”).
1. Definitions. For purposes of these Engrain Terms, the following terms shall have the meanings set forth:
(i) “Engrain Services” means, collectively, the services offered by Engrain, including, without limitation, the following products: (a) SightMap, (b) Unit Map, (c) Marketing Maps; and (d) any technology owned or controlled by Engrain or its affiliates that is used by Engrain to provide or otherwise make the Engrain Services available to You.
(ii) “Application Program” means a website, application or portal that is used by You to accesses a Unit Map through a Unique Embeddable Link.
(iii) “Fee Schedule” means the schedule that lists the fees to be paid from You to Yardi for use of the Engrain Services.
(iv) “Marketing Map” means a 2D or 3D rendering of a building that provides visual details of the Property’s units and assets.
(v) “Property” means any piece of real estate, whether used for residential, mixed use, office, industrial, storage, commercial, or other purposes for which a representative has leveraged Yardi services.
(vi) “Property Content” means content or data specific to a Property supplied by You (including Your agents or assigns), including unit data, a site plan or image of a property map, marketing assets and design files.
(vii) “Property Data” means the data made available to Engrain about a Property.
(viii) “Property Map” means a map of a Property or a portion of a Property created by or through the Engrain Services.
(ix) “SightMap” means an interactive, map-based visualization of a Property that provides detailed information about its assets and units, offering wayfinding capabilities and supports both asset-level and unit-level data.
(x) “Unit Map” means a scalable vector graphic description of one or more units produced by Engrain. Unit Maps may be derived from multiple sources of data, including: Property Content, base site plans or designs provided by You.
(xi) “Unique Embeddable Link” means a SightMap link that is provided by Engrain to be used by You to access a Unit Map.
2. Term and Use. You acknowledges that all terms and conditions of the Agreement apply to Your use of the Engrain Services, including but not limited to all confidentiality obligations and Yardi’s right to conduct random as well as regular monitoring of Your access to and use Engrain Services for the purpose of validating that You are accessing and using Engrain Services only for the applicable use and in accordance with the Agreement.
3. Implementation. Engrain will provide You with a Unique Embedded Link that will be used to access each Unit Map provided by through the Engrain Services. You are responsible for integrating the one or more Unique Embeddable Links within the Application Program and for resolving incompatibility issues between the Unit Map and the Application Program(s). If on-site services by Engrain are required to assist You with the creation of a Unit Map, Engrain may contract separately with You to provide such services.
4. Fees. You shall pay the applicable fees as set forth in the Agreement between You and Yard for the Engrain Services. You acknowledge and agree that all terms and conditions of the Agreement relating to payment terms, taxes, and additional terms apply to Your use of the Engrain Services.
5. Third Party Links. The Engrain Services may link to third party web sites (including without limitation, links provided by You) or allow access to third-party services. Such sites and services are not under the control of Yardi or Engrain, and Yardi is not responsible for the content or any link on such sites or for the temporary or permanent unavailability of such third party sites or services.
6. Restrictions. You shall not: (a) create derivative works of, translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction) or attempt to derive the source code of Engrain Services; (b) remove or modify any proprietary marking or restrictive legends in the Engrain Services; (c) use the Engrain Services to store or transmit infringing, unsolicited marketing emails, libelous, obscene, deceptive, defamatory, pornographic, racist, sexual, hateful, or otherwise objectionable, unlawful or tortious material, or any other material in violation of a third-party right; (d) use the Engrain Services to harm or impersonate any person, or for any commercial purpose (including accessing the Engrain Services to build a competitive service or product, or copy any feature, function or graphic for competitive purposes); (e) interfere with or disrupt the integrity or performance of the Engrain Services; (f) attempt to gain unauthorized access to the Engrain Services or their related systems or networks.
7. Property Content.
(i) All Property Content will be considered non-confidential and non-proprietary. By providing any Property Content, You grant Yardi and Engrain the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such Property Content for any purpose of providing the Engrain Services. You are responsible for maintaining access to all Property Content, including maintaining appropriate credentials, therefore.
(ii) You represent and warrant that: (i) You own or control all rights in and to the Property Content and have the right to grant the license granted above; (ii) all of your Property Content do and will comply with these Engrain Terms; (iii) You understand and acknowledge that You are responsible for any Property Content you submit or contribute, and You, not Yardi, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness; (iv) Yardi is not responsible or liable to any third party for the Property Content or accuracy of any Property Content posted by you or any other user through the Engrain Services.
8. Content Standards. These content standards apply to any and all Property Content and use of the Engrain Services. Property Content must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, Property Content must not:
(i) Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
(ii) Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
(iii) Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
(iv) Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Engrain Terms.
(v) Be likely to deceive any person.
(vi) Promote any illegal activity, or advocate, promote, or assist any unlawful act.
(vii) Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
(viii) Impersonate any person or misrepresent your identity or affiliation with any person or organization.
(ix) Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
(x) Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
9. Changes to Application Program(s). During the Term of this agreement, Yardi and Engrain are not responsible for maintaining compatibility of the Unit Map or SightMap products with the Application Program(s) and You understand that any updates and/or changes to the Application Program(s), including data migration and changing network configurations, may result in failure of the Application Program(s) to access and/or properly display the Unit Map or SightMap.
10. Data. You acknowledge that Yardi or its affiliates may aggregate, compile, and use any information or data it receives or performs in connection with Engrain Services for any purpose, including without limitation, for the purpose of providing the Engrain Services or for the purpose of improving or enhancing other services offered, or to be offered, by Yardi or its affiliates.
11. Disclaimer. The Engrain Services are third party service provided by Engrain Technologies, Inc. and are not under the control of Yardi. The Engrain Services are provided ‘as is’ and Yardi disclaims any implied warranties relating to Your use of the Engrain Services. Yardi expressly disclaims any liability and is not responsible or liable for (i) Your use of the Engrain Services; (ii) Your exchange of any information You provide through the Engrain Services; or (iii) or the materials available to You by Engrain. You agree to indemnify Yardi for any claims regarding your use of the Engrain Services.