Yardi Systems, Inc. and its affiliates (collectively, “Yardi”) provides its clients with a diverse range of industry-leading investment and property management software solutions for all types and sizes of real estate companies. Some of those services include, but are not limited to: the Yardi Voyager technology platform, RentCafe Site Manager, Yardi Marketplace, Yardi Client Central, and a variety of related products and services available through YardiOne, including YardiOne (“Services”). YardiOne is the application dashboard for access to the Services. This Acceptable Use Policy (“Policy” or “AUP”) governs your use of Yardi Services and Yardi Technology (defined below). These Services may be conditioned on your acceptance of additional terms of service (that you must accept before being able to use such Services) or subject to additional guidelines, policies or rules, all of which are hereby incorporated by reference into this Policy.
Yardi Services include a great amount of proprietary Yardi material and content (“Yardi Material” with the Services, “Yardi Technology”). You acknowledge and understand that Yardi Technology is made available solely for “Authorized Users” (defined below).
BY USING YARDI TECHNOLOGY, YOU ARE AGREEING TO BE LEGALLY BOUND BY THIS POLICY. BY USING YARDI TECHNOLOGY, YOU REPRESENT AND WARRANT TO YARDI THAT YOU ARE AN AUTHORIZED USER OF YARDI TECHNOLOGY, INCLUDING ALL YARDI TECHNOLOGY THAT YOU ACCESS AND USE VIA YARDIONE. IF YOU ARE NOT AN AUTHORIZED USER, OR IF YOU ARE AN AUTHORIZED USER BUT YOU DO NOT AGREE TO BE BOUND WITHOUT LIMITATION OR QUALIFICATION BY THIS ACCEPTABLE USE POLICY, DO NOT ACCESS OR USE YARDI TECHNOLOGY.
This Policy is designed to protect Yardi’s intellectual property rights and describes certain prohibited uses of Yardi Technology, whether directly or through another party, and under a signed, executory, license agreement with Yardi or otherwise. This Policy also protects the interests of Yardi clients and their customers and the goodwill and reputation of everyone involved. By using Yardi Technology, you agree to the latest version of this Policy. Yardi may, in its sole discretion, modify this Policy at any time by updating this page. By continuing to access or Use Yardi Technology, following any such modification to this Policy, you accept and agree to be bound by any such modification. You are accordingly advised to periodically check this page for modifications to this Policy. Your access and Use of Yardi Technology is subject to additional guidelines, disclaimers and caveats that may appear throughout the Services, which are hereby incorporated into this Policy by this reference. If you violate this Policy or authorize or help others to do so, we may suspend or terminate your use of Yardi Technology.
As used in this Policy, (i) “Authorized User” or “you” means an individual currently and properly authorized by an Authorized Licensee to access and use Yardi Technology pursuant to an Authorized License Agreement; (ii) “Authorized License Agreement” means an executory (still active or current) written license agreement between Yardi and either a Yardi client entity (an “Authorized Client“) or a member in good standing of the Yardi Independent Consultant Network (an “Authorized Consultant“) (either, as used in this Policy, an “Authorized Licensee”); (iii) “Business Purposes” means: (A) an Authorized Client’s management, or Fee Management (defined below), of Authorized Client’s real property portfolio for accounting, property management and related business purposes; or (B) an Authorized Consultant’s implementation and training services solely in support of an Authorized Client’s Use of Yardi Technology; (iv) “Fee Management” means management of a real property portfolio pursuant to a contract between the real property owner, or owners, and an Authorized Client; (v) “Yardi Technology” (as further described above) means the software programs, documentation and all other content, technology and material licensed by Yardi to Authorized Licensees pursuant to an Authorized License Agreement, including, for the avoidance of any doubt, as such Yardi Technology may be made available to the corresponding Authorized Usersand (vi) “Use” means an Authorized User accessing, viewing, capturing, or downloading only that Yardi Technology to which the Authorized User’s corresponding Authorized Licensee is licensed through its Authorized License Agreement, and solely for the Authorized Licensee’s Business Purposes.
In order to access and use Yardi Technology, you will need to be registered by the single point of contact (SPOC) appointed by your Authorized Licensee (or, if you are the SPOC, by Yardi), obtain a login credential and password (together, “Credential“), and access Yardi Technology and create a unique, password-protected account (or reset your password as necessary). Your Credential is considered Confidential Information pursuant to your Authorized License Agreement with Yardi, and shall be used solely for the Authorized Licensee’s Business Purposes. You agree to: (a) provide true, accurate, current, and complete information as prompted by the registration form; and (b) maintain and update such information to keep it true, accurate, current, and complete at all times. Yardi reserves the right to delete your account without notice if you misrepresent any of the registration information you submitted. You are responsible for maintaining the confidentiality of your Credential and agree not to disclose or share your Credential with any third party, or use your Credential or any Yardi Technology for any purpose other than a Business Purpose. You agree to (i) immediately notify Yardi of any unauthorized use of your Credential or account, or any other breach of security, and (ii) ensure that you exit from your account at the end of each session on any Yardi Technology. You are liable for any loss or damage arising from your failure to comply with this section.
Authorized Access to Yardi Technology
Yardi Technology is protected by copyright, trademark, and other intellectual property laws. Use of Yardi Technology is subject to this AUP and the terms and conditions of your Authorized Licensee’s Authorized License Agreement with Yardi, including, but not limited to, restrictions on use, copying, disclosure, distribution and decompilation; provided, however, that the provisions of this AUP shall govern your access and Use of Yardi Technology in the event of a conflict between this AUP and the corresponding Authorized License Agreement with Yardi. No part of any Yardi Technology may be disclosed or reproduced in any form by any means without Yardi’s prior written authorization. Yardi Technology may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without Yardi’s prior, express, written permission. You must abide by all notices, agreements, information, or restrictions contained in, attached to, or in any way associated with any Yardi Technology. Yardi is a registered trademark, and Yardi’s logo and product names are Yardi trademarks. You agree not to display or use in any manner Yardi’s trademarks without Yardi’s prior, express, written permission. Yardi Technology contains proprietary information about software processes, algorithms, and data models which are Confidential Information within the meaning of your Authorized Licensee’s Authorized License Agreement, and constitutes trade secrets, and which are intended for utilization solely in connection with an Authorized Licensees’ use of Yardi Technology exclusively for Business Purposes and for no other purpose. You may not use Yardi Technology or the Confidential Information available via Yardi Technology to compete with Yardi and you may not disclose it to a Yardi competitor. Any approved download or copy of Yardi Technology must contain the copyright notice that accompanies such Yardi Technology. You may not alter any Yardi Technology. You agree that Yardi Technology must remain at all times in the Yardi Cloud and may not be removed or copied to any other location at any time. You agree that all right, title and interest in and to Yardi Technology and all information therein, including all copyrights and other intellectual property inherent therein or appurtenant thereto, are, and at all times shall remain, the sole and exclusive property of Yardi.
Some of the Yardi Services may require or allow you to submit, upload, store, send or receive content. You retain ownership of any intellectual property rights that you hold in that content. In short, what belongs to you (or your Authorized Licensee), stays yours. You represent and warrant that you own or otherwise possess all necessary rights with respect to any materials you submit, (collectively, “Submitted Materials”). In addition, you represent and warrant that your Submitted Materials, (i) do not and will not infringe, misappropriate, use or disclose without authorization or otherwise violate any copyright, trade secret right or other intellectual property or property right of any third party, (ii) are not unlawful, fraudulent, threatening, abusive, disparaging, libelous, defamatory, obscene or otherwise objectionable, including, without limitation, any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any law. Yardi reserves the right, but is not obligated, to remove any of your Submitted Materials that Yardi believes violates this Policy.
You additionally agree, without limitation, not to:
For the avoidance of any doubt, when you submit Submitted Materials to or through Yardi Services, subject to the terms of our Authorized License Agreement, you give Yardi (and those we work with) a worldwide, transferable, royalty-free, perpetual, irrevocable right and license to use, host, store, reproduce, modify, create derivative works (such as those resulting from adaptations or other changes we make so that your Submitted Materials properly integrate or work better with our Services), communicate, publish, distribute, publicly perform, and publicly display (each of the foregoing in any form, medium, or technology now known or later developed) such Submitted Materials. The rights you grant in this license are for the limited purpose of operating, promoting, and improving Yardi Technology and our Services, and to develop new ones. You hereby expressly waive any and all so-called moral rights you may have in your Submitted Materials.
No Security Violations
You may not use Yardi Technology to violate the security or integrity of any network, computer or communications system, software application, or network or computing device, whether owned and operated by Yardi, a Yardi client or any third party (each, a “System”). You agree and acknowledge that security violations may result in civil or criminal liability. Prohibited activities include:
- Unauthorized Access. Accessing or using any System without permission, including attempting to probe, scan, or test the vulnerability of a System or to breach any security or authentication measures used by a System.
- Interception. Monitoring of data or traffic on a System without permission.
- Falsification of Origin. Forging TCP-IP packet headers, e-mail headers, or any part of a message describing its origin or route. This prohibition does not include the use of aliases or anonymous remailers.
No Network Abuse
You may not make network connections to any users, hosts, or networks unless you have permission to communicate with them. Prohibited activities include:
- Monitoring or Crawling. Monitoring or crawling of a System that impairs or disrupts the System being monitored or crawled.
- Denial of Service (DoS). Inundating a target with communications requests so the target either cannot respond to legitimate traffic or responds so slowly that it becomes ineffective.
- Intentional Interference. Interfering with the proper functioning of any System, including any deliberate attempt to overload a system by mail bombing, news bombing, broadcast attacks, or flooding techniques.
- Operation of Certain Network Services. Operating network services like open proxies, open mail relays, or open recursive domain name servers.
- Avoiding System Restrictions. Using manual or electronic means to avoid any use limitations placed on a System, such as access and storage restrictions.
- Engage in “screen scraping” or “database scraping” to obtain lists of Internet keywords, URLs, users, customers, affiliates, or other information.
No E-Mail or Other Message Abuse
You will not distribute, publish, send, or facilitate the sending of unsolicited mass e-mail or other messages, promotions, advertising, or solicitations (e.g., “spam”), including commercial advertising and informational announcements. You will not alter or obscure mail headers or assume a sender’s identity without the sender’s explicit permission. You will not collect replies to messages sent from another internet service provider if those messages violate this Policy or the acceptable use policy of that provider.
Our Monitoring and Enforcement
We reserve the right, but do not assume the obligation, to investigate any violation of this Policy or misuse of Yardi Technology. We may:
- Investigate violations of this Policy or misuse of Yardi Technology; or
- Remove, disable access to, or modify any content or resource that violates this Policy or any other agreement we have with you for use of Yardi Technology or Voyager.
We may report any activity that we suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. Our reporting may include disclosing appropriate customer information. We also may cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of this Policy.
This Policy and the relationship between you and Yardi shall be governed 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. Any action or proceeding related to or arising out of this Policy shall be resolved only in a court of competent jurisdiction in the City of Santa Barbara, State of California (or the court of competent jurisdiction closest to the City of Santa Barbara, CA if no court of competent jurisdiction resides in the City of Santa Barbara, CA), and you consent to the personal jurisdiction of such courts and expressly waive any right you may otherwise have to cause any such action or proceeding to be brought or tried elsewhere. Yardi’s failure to exercise or enforce any right or provision of this Policy shall not constitute a waiver of such right or provision. If any term or provision in this Policy is found by a court of competent jurisdiction to be unenforceable, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the term or provision, and this Policy shall otherwise remain in full effect. The section titles in this Policy are for convenience only and have no legal or contractual effect.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YARDI HAS ATTEMPTED TO ENSURE THE ACCURACY AND QUALITY OF THE YARDI TECHNOLOGY. OTHER THAN AS EXPRESSLY PROVIDED IN AN AUTHORIZED LICENSEE’S AUTHORIZED LICENSE AGREEMENT, YARDI TECHNOLOGY IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YARDI EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES WITH RESPECT TO YARDI TECHNOLOGY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
YARDI MAKES NO WARRANTY THAT (i) YARDI TECHNOLOGY WILL MEET YOUR REQUIREMENTS, (ii) YARDI TECHNOLOGY WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE ACCESS OR USE OF ANY YARDI TECHNOLOGY WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY YARDI TECHNOLOGY WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN ANY YARDI TECHNOLOGY WILL BE CORRECTED.
Yardi reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, Yardi Technology (or any part thereof) with or without notice. You agree that Yardi shall not be liable to you or to any third party for any modification, suspension or discontinuation of any Yardi Technology.
You will indemnify, defend and hold Yardi and its officers, directors, employees, shareholders, successors, agents, affiliates, subsidiaries and relevant third parties including advertisers, distribution partners, referral partners, service providers, licensors, licensees, consultants and contractors (collectively the “Yardi Entities“) harmless from and against any claims, liabilities, losses, costs, damages or expenses including reasonable attorneys’ fees and costs, directly or indirectly arising out of or in any way relating to: (i) your access and Use of Yardi Technology; (ii) any violation or breach of this Policy; or (iii) any violation or infringement of any intellectual property, privacy, publicity, confidentiality or proprietary rights of any party as a result of your use of any Yardi Technology, (collectively, the “Claims“). You are solely responsible for defending any Claims, and for payment of losses, costs, damages or expenses resulting from the foregoing to both a third party and to the Yardi Entities. Yardi shall have the right, in its sole discretion, to select its own legal counsel to defend Yardi from any Claims (but by doing so shall not excuse your defense and indemnity obligations). You shall notify Yardi immediately if you become aware of any actual or potential Claims. You shall not, without the prior written approval of Yardi, settle, dispose or enter into any proposed settlement or resolution of any Claim (whether having been finally adjudicated or otherwise) brought against you, if such settlement or resolution results in any obligation or liability for Yardi.
Reporting of Violations of this Policy
If you become aware of any violation of this Policy, you will immediately notify Yardi Customer Support and provide us with assistance, as requested, to stop or remedy the violation.
Updated: May 2, 2019
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