Version: August 23, 2024
Client (“Client” or “you”) has read, understands and agrees to be bound by the Rewards by RentCafe Terms for Property Managers posted at: https://resources.yardi.com/legal/rentcafe/rewards/client-terms/ (“Terms”), which shall govern Client’s participation in the Rewards by RentCafe program (“Rewards Program”) provided by Yardi Systems, Inc. and its affiliated entities (collectively, “Yardi”).
1. Definitions. For purposes of the Terms, in addition to other terms defined herein, the following capitalized terms shall have the meanings set forth below.
a. “Client Agreement” means that certain SAAS subscription agreement, COROM agreement or other agreement between Yardi and Client.
b. “Resident”means tenants and prospective tenants at a Client property.
c. “Services” means the marketing and soliciting of the Rewards Program to Residents, and the facilitation of Residents’ enrollment in the Rewards Program, and any other related services expressly set forth in these Terms.
2. Rewards Program Implementation. Your Residents may choose to enroll in, and receive points through, the Rewards Program. You expressly acknowledge, agree, and expressly grant Yardi the right:
a. To market and solicit the Rewards Program directly to your Residents, including but not limited to, by (i) placing and maintaining advertising materials in the portals provided by Yardi, RentCafe, or its affiliates, (ii) sending text messages (including text messages sent via automatic telephone dialing system), e-mail, or U.S. mail, to your Residents, and (iii) by other methods that comply with applicable consumer rules and regulations;
b. To access, at no cost, Client’s interface to retrieve your Resident’s name, address, phone number, email address, lease data, unit status, rent payment data, and other data reasonably necessary for purposes of the Services (“Resident Data”);
c. To use the Resident Data solely for the purpose of (i) offering and providing the Rewards Program to your Residents, (ii) for reasonable business record retention purposes, (iii) to disclose to third parties as required by applicable law, and (iv) to disclose to third parties as necessary to provide the Services.
d. To manage the Rewards Program in which your Residents have chosen to enroll. You also expressly warrant, acknowledge, and agree that Yardi’s provision of such products and Services shall not violate any other agreement, promise or undertaking that you have with any third party; and
e. On a non-exclusive basis, to list Client as participating in the Rewards Program on Yardi’s websites, and to utilize Client’s logo(s) and marks in Yardi’s marketing and collateral materials.
3. Client Representations, Warranties, and Covenants. Client represents, warrants and covenants to each of the following:
a. Authorizations. Client has full power and authority to enter into and perform its obligations under these Terms, and that Yardi’s provision of the Rewards Program shall not violate any other agreement, promise or undertaking that you have with any third party.
b. Resident Consents, Notices and Permissions. Client has obtained any and all required consents from, and provided any and all necessary privacy notices to, Residents to enable Yardi’s marketing and implementation activities contemplated by these Terms. Notwithstanding anything to the contrary in these Terms, Client shall permit Residents to report their respective consumer account information to any credit reporting agency.
c. Yardi Marks. Client acknowledges that the trademarks, trade names, logos, and other intellectual property (“Marks”) of Yardi, including but not limited to Marks related to RentCafe and the Rewards by RentCafe program, are the Marks of Yardi. Client may not use Marks without the prior written consent of Yardi.
4. Termination of Services. The Services may be terminated upon the occurrence of any of the following:
a. By any party if the other party materially breaches the Terms and fails to cure such breach within seven (7) days of written notice of a material breach (or if the breaching party cannot reasonably cure the material breach within such time, fails to continuously and diligently work to cure the breach until the breach is cured);
b. By either party as necessitated by applicable law, regulation or order; or
c. By either party upon thirty (30) days’ written notice to the other party; or
5. Effect of Termination. Upon termination of these Terms, the relevant Rewards Program functionality within Client’s instance of the Licensed Programs (as defined and as applicable in the Client Agreement) may be disabled. Notwithstanding the foregoing, you acknowledge and agree that Yardi will retain Resident Data obtained pursuant to these Terms for purposes of implementing the Rewards Program for Residents.
6. Survival. The parties’ obligations under, and the provisions of, section 5 (Effect of Termination), 7 (Damage Limitation), and 8 (Disputes) shall survive the termination of Services.
7. Damage Limitations.
a. IN NO EVENT SHALL YARDI BE LIABLE TO THE CLIENT FOR ANY INCIDENTAL, INDIRECT, SPECULATIVE, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (WHETHER BASED IN CONTRACT, TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY, FRAUD, OR OTHERWISE, OR STATUTES, REGULATIONS, OR ANY OTHER THEORY) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, EVEN IF ADVISED OF SUCH POTENTIAL DAMAGES.
b. In addition to the limitations otherwise set forth in these Terms, and to the fullest extent allowed by applicable law, Client agrees that in the event of any claim or cause of action by Client arising out of or connected with THESE TERMS and/OR the SERVICES, yardi’s maximum liability to Client, regardless of the amount of loss client may have suffered, shall not exceed ONE THOUSAND DOLLARS ($1,000.00).
8. Disputes. In the event of a dispute arising out of or related to these Terms, the parties agree to the dispute resolution provisions set forth in the Client Agreement.
9. Assignment. These Terms cannot be assigned by Client for any reason without the prior written consent of Yardi, which Yardi may withhold in its sole discretion. Any attempted or purported assignment without the prior written consent of Yardi is void. These Terms are binding on and inure to the benefit of both Client and Yardi and their respective authorized assigns, successors, and legal representatives.
10. 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 REWARDS PROGRAM.
11. Governing Law and Venue. These Terms are governed and determined by the governing law set forth in the Client Agreement. Any action or proceeding related to or arising out of these Terms shall be resolved in a court or courts set forth in the Client Agreement.
12. Force Majeure. Yardi shall not be liable under these Terms for failure or delay in performance caused by acts or events beyond its reasonable control, including but not limited to labor disputes and strikes; acts of nature, fire, floods, lightning, hurricanes, earthquakes or severe weather; utility or communications failures; computer-associated outages or delay in receiving electronic data; war, civil commotion or acts of terrorism; or the introduction of any new law, order or regulation which prohibits or restricts performance of these Terms.
13. Entire Agreement. These Terms constitute the final, complete, and exclusive agreement between Client and Yardi pertaining to the subject matter in these Terms. In the event of a conflict between these Terms and the Client Agreement, as to the Rewards Program, these Terms shall control.