YARDI ASPIRE - TERMS OF USE - Marketing Resources

TERMS OF USE
Welcome to Yardi Aspire! This eLearning website (“Yardi Aspire” or “Site”) is brought to you by Yardi Systems, Inc. (and its subsidiaries and affiliated entities) (collectively “Yardi”). The information, software, services, tools, templates, reports, and all other material available to you on and through Yardi Aspire (“Content”).

PLEASE READ THESE TERMS OF USE (“TERMS” OR “TERMS OF USE”) CAREFULLY BEFORE USING YARDI ASPIRE. YARDI PROVIDES YOU ACCESS TO AND USE OF THIS SITE SUBJECT TO THESE TERMS OF USE. IF YOU ARE NOT AN AUTHORIZED USER (AS DESCRIBED BELOW), OR IF YOU ARE AN AUTHORIZED USER BUT YOU DO NOT AGREE TO THESE TERMS OF USE, YOU MAY NOT USE YARDI ASPIRE.

If you have received a URL taking you to this Site, Yardi or an Authorized Licensee (defined below,) have arranged for your limited access to and Use of Yardi Aspire. If, you have problems accessing Yardi Aspire, please contact the System Administrator for assistance.

As used in these Terms, (i) “Authorized Licensee” means a licensee of Yardi’s technology and services pursuant to an Authorized Agreement with Yardi; (ii) “Authorized Agreement” means the written agreement between Yardi and an Authorized Licensee related to Yardi technology, content, and services; (iii) “Authorized User”, “You” or “Your” means an individual authorized by Yardi or an Authorized Licensee to access and use Yardi Aspire solely for educational purposes; (iv) “Client” means the entity entering into an Authorized Agreement, inclusive of Authorized Users; and (iv) “Use” means accessing, viewing, capturing, utilizing, or downloading Content, inclusive of webinar registration URLs, from Yardi Aspire by an Authorized User. By Using this Site, You are: (1) representing and warranting that You are an Authorized User and are authorized to access and Use Yardi Aspire, and (2) agreeing to be bound by these Terms. 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 these Terms, You are not authorized to access this Site or Yardi Aspire.

Yardi may, in its sole discretion, modify these Terms of Use at any time by updating this page. By continuing to access or Use Yardi Aspire following any such modification, You accept and agree to be bound by any such modification. You are accordingly advised to periodically check this page for modifications to these Terms. Your access to and Use of Yardi Aspire is subject to additional guidelines, disclaimers and caveats that may appear throughout the Yardi Aspire platform (“Yardi Aspire Guidelines”) which are incorporated into these Terms by this reference.

PASSWORDS AND SECURITY
Access and Use of Yardi Aspire require that You utilize a unique login credential and password (together, “Credential”) that is associated with a unique, password-protected User account, or Your organization may have provided automated user account setup and access for You via Single Sign On or YardiOne. In such case, You and/or the Authorized Licensee agree to: (a) provide true, accurate, current, and complete information; and (b) maintain an update such information to keep it true, accurate, current, and complete at all times.

Yardi reserves the right to delete Your account for any reason and without notice, including, but not limited to, if You misrepresent any of the information You submitted, at the request of Your organization or the respective Authorized Licensee, or due to Your misuse of the Site.

You are responsible for maintaining the confidentiality of Your Credential and agree not to disclose or share Your Credential with any third parties, or use Your Credential and Yardi Aspire for any purpose other than approved Uses herein. In other words, do not forward your password or share access to this platform with others. 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 access session. You are liable for any loss or damage arising from Your failure to comply with this section.

YARDI ASPIRE CONTENT
Subject to these Terms of Use, Yardi grants You a non-exclusive, fully revocable, non-transferable, limited license to access and Use Yardi Aspire solely for non-commercial Use of the Content. The Yardi Aspire Content is protected by copyright, trademark, trade secret and other intellectual property laws. No part of any Yardi Aspire Content may be disclosed or reproduced in any form by any means outside of Yardi Aspire without Yardi’s prior written authorization. Except where expressly authorized by Yardi Aspire guidelines, Yardi Aspire Content may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way outside of Yardi Aspire without Yardi’s prior, express, written permission. As described above, Yardi Aspire does include functionality such as the My Activity report, Course and Site Map print features, where an Authorized User can copy and download information, including personal notes, for study purposes. Any such copying or downloading is for noncommercial, educational or internal record keeping purposes only.

Yardi retains all right, title, and interest in any modifications made by You or Authorized Users to Yardi Aspire content. In addition, You assign all right title and interest in any ideas, suggestions, content, documents, and/or proposals submitted (“Contributions”) to Yardi through its suggestion or feedback web pages, surveys, or otherwise. You acknowledge and agree that: (a) Your Contributions do not contain confidential or proprietary information; (b) Yardi is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) Yardi shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide; (d) Yardi may have something similar to the Contributions already under consideration or in development; (e) You assign Your Contributions to Yardi without any obligation of Yardi to You; and (f) You are not entitled to any compensation or reimbursement of any kind from Yardi under any circumstances.

You must abide by all notices, agreements, information, or restrictions contained in, attached to, or in any way associated with any Yardi Aspire Content. Yardi® is a registered Yardi 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 Aspire Content contains proprietary information including software processes, algorithms, and data models which are confidential information of Yardi, and constitutes trade secrets, and which are intended for utilization solely in connection with Your authorized Use of Yardi Aspire. You may not Use Yardi Aspire Content to compete with Yardi and You may not disclose it to a Yardi competitor. Any download or copy of Yardi Aspire Content must contain copyright notices that accompany such Yardi Aspire Content.

You acknowledge and agree that Yardi owns all rights, title and interest to the Yardi Aspire Site and Yardi Aspire Content, including, without limitation, all intellectual property rights. At no time will ownership rights be transferred to an Authorized Licensee or Authorized User.

YARDI eSIGNATURE
If Client chooses to use Yardi’s electronic signature functionality in Yardi Aspire, Client understands, acknowledges and agrees that the disclosure for and consent to use an electronic signature language provided by Yardi is provided “as is” and that Yardi makes no warranty or other representation with respect to the applicable state and federal law. Client further understands, acknowledges and agrees that Client has carefully reviewed the disclosure relating to use of its electronic signature to execute a contract and will not execute a contract with its electronic signature without providing its consent to use its electronic signature. Client agrees that (i) it will rely on its own legal counsel to determine the sufficiency of the disclosure and consent, the sufficiency of the electronic signature execution of the contract, and the contract’s enforceability and (ii) that Yardi makes no warranty or other representation with respect to the sufficiency of the disclosure and consent, sufficiency of the electronic signature execution of any contract, and the contract’s enforceability under applicable state and federal law.

Restrictions on Use
eSignature documents cannot include sensitive Personally Identifiable Information (i.e. social security numbers, dates of birth, etc.). The eSignature feature is for internal non-commercial purposes.

Client assumes all responsibility and risk for:

the handling and distribution of electronic signature documents;
making independent and regular back-ups of all electronically signed documents outside of the Yardi Aspire environment;
controlling Media Permissions and corresponding access to all documents uploaded, whether signed electronically or not; and,
any information or documents uploaded into Yardi Aspire by its Authorized Users.

Yardi disclaims all responsibility thereof.

PROHIBITED ACTIVITIES
Client assumes all responsibility for any information uploaded into Yardi Aspire by its Authorized Users. You are prohibited from transmitting through, uploading, or posting on Yardi Aspire (e.g. on platform chat and Class Discussion portions of the Site) any disparaging, unlawful, profane, hateful, harmful, threatening, abusive, harassing, obscene, vulgar, defamatory, racially, ethnically or otherwise objectionable material of any kind, including without limitation any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any law. All determinations regarding the removal of such material shall be made in Yardi’s sole discretion. You agree that You will not access and use Yardi Aspire for chain letters, junk mail, “spamming”, or commercial activities of any kind, unless specifically and expressly permitted by Yardi.

You shall not (and shall not allow any third party to): (a) access or use any portion of Yardi Aspire if You are a direct or indirect competitor of Yardi; (b) provide, disclose, or transmit any content from Yardi Aspire to any direct or indirect competitor of Yardi; or (c) use or distribute any information from Yardi Aspire, including information that You or anyone else has verified, to directly or indirectly create or contribute to the development of any product.

You additionally agree, without limitation, not to:

Operate any device, software or routine to interfere or attempt to interfere with the proper working of Yardi Aspire or any activity being conducted on or provided through Yardi Aspire;
Access or use Yardi Aspire by any means other than through the Yardi-provided user interface for accessing or using Yardi Aspire;
Use or attempt to use [other than generally-available, standard third party web browsers (e.g., Google Chrome or Microsoft Edge)] any engine, software, tool, agent or other device or mechanism (including without limitation web crawlers, scrapers, browsers, spiders, robots, avatars or intelligent agents) to intercept, navigate, search, collect or download information from Yardi Aspire other than the navigation engine and search agents available from Yardi on Yardi Aspire;
Engage in “screen scraping” or “database scraping” to obtain lists of Internet keywords, URLs, users, client, affiliates, or other information;
Attempt to decipher, decompile, disassemble or reverse engineer any Yardi software or other Content;
Record and distribute recordings of Yardi Aspire Content; and,
Permit unauthorized users to register for or access Aspire URLs or webinars.

Yardi reserves the right to delete Your account for any reason and without notice, including, but not limited to, if You misrepresent any of the information You submit, or at the request of Your organization.

You agree to not violate Yardi Aspire security including, without limitation, (a) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization, (b) attempting to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus to Yardi Aspire, overloading, “flooding,” “spamming,” “mailbombing,” “crashing,” or other denial-of-service or other attack, (c) sending unsolicited e-mail, including promotions and/or advertising of products or services, to any email address related to Yardi Aspire, or (d) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting. You agree and acknowledge that violations of Yardi Aspire’s security may result in civil or criminal liability.

WARRANTIES DISCLAIMER
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

ALTHOUGH YARDI HAS ATTEMPTED TO ENSURE THE ACCURACY AND QUALITY OF THE YARDI ASPIRE CONTENT, YARDI ASPIRE AND THE YARDI ASPIRE CONTENT ARE 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 ASPIRE AND THE YARDI ASPIRE CONTENT, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE.
YARDI MAKES NO WARRANTY THAT (i) YARDI ASPIRE WILL MEET YOUR REQUIREMENTS, (ii) YARDI ASPIRE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE OR THAT THE YARDI ASPIRE CONTENT WILL BE ACCURATE, CURRENT, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE ACCESS OR USE OF YARDI ASPIRE OR THE YARDI ASPIRE CONTENT WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY YARDI ASPIRE CONTENT YOU OBTAIN FROM YARDI ASPIRE WILL MEET YOUR EXPECTATIONS, OR (v) ANY ERRORS IN YARDI ASPIRE, OR IN ANY YARDI ASPIRE CONTENT, WILL BE CORRECTED.

LIMIATION OF LIABILITY
YARDI’S LIABILITY TO YOU IS LIMITED. YOU EXPRESSLY AGREE THAT YARDI AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS SHALL NOT UNDER ANY CIRCUMSTANCES BE LIABLE TO YOU FOR DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF YARDI ASPIRE OR ANY CONTENT. TO THE EXTENT PERMISSIBLE BY LAW, YOU WAIVE, RELEASE, AND HOLD HARMLESS YARDI FROM ALL CLAIMS, REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION.

INDEMNITY
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: (iii) Your access and use of Yardi Aspire; (ii) any violation or breach of these Terms; 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 Yardi Aspire, (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.

OBLIGATIONS
You acknowledge and agree that Yardi owns all rights, title and interest in the Service and the website, including, without limitation, all intellectual property rights. You acknowledge and agree that the Service and the website contain proprietary and confidential information and trade secrets including, but not limited to text, graphics, logos, images, software, and icons, that are protected by the United States and international intellectual property laws and applicable laws.

TERMINATION
You agree that Yardi, in our sole discretion and with or without notice, may terminate Your Use of the Site or any part thereof, or any or all of the Content, for any reason, including without limitation, for lack of use by You or if Yardi believes that You have violated or acted inconsistently with the letter or spirit of the Terms. Yardi may also in its sole discretion and at any time discontinue providing the Content, or any part thereof, or any or all of the Content with or without notice. You agree that any termination of Your access to the Site under any provision of the Terms may be affected without prior notice, and acknowledge and agree that Yardi may immediately bar any further access to the Site. Further, You agree that Yardi shall not be liable to You or any third party for any termination of Your access to the Site or the Services.

Upon termination of Client’s Yardi Aspire license, Yardi will not back up Client information uploaded or input into its Yardi Aspire environment. Client assumes all responsibility for loss of any information that it did not retrieve from Yardi aspire prior to termination.

GENERAL INFORMATION
You may not assign or transfer this agreement (Your right to access and Use Yardi Aspire under these Terms), in whole or in part, without the prior written consent of Yardi. Any attempted assignment in violation of these Terms will be null and void and of no force or effect. Yardi may assign this agreement freely at any time without notice. Subject to the foregoing, these Terms will bind and inure to the benefit of each party’s permitted successors and assigns. These Terms 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 these Terms 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 the parties consent to the personal jurisdiction of such courts and expressly waive any right they 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 these Terms shall not constitute a waiver of such right or provision. If any Terms provision 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 provision, and these Terms shall otherwise remain in full effect. The section titles in these Terms are for convenience only and have no legal or contractual effect.

YARDI’S RIGHTS
You acknowledge that Yardi has the right to investigate and prosecute violations of these Terms, including intellectual property, publicity and privacy rights infringement and Site security issues, to the fullest extent of the law. Yardi may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that Yardi has no obligation to monitor Your access to or use of the Site or the Services, but has the right to do so for the purpose of operating the Site, to ensure Your compliance with these Terms or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.

You acknowledge, consent and agree that Yardi may access, preserve and disclose Your account information and Content if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the terms of use; (c) respond to claims that Your submitted information violates the rights of third parties; (d) respond to Your requests for customer service; or (e) protect the rights, property or personal safety of Yardi, its users and the public.

MODIFICATIONS
Yardi may modify or update this Agreement from time to time, in its sole discretion, and reserves the right at any time and from time to time to modify, suspend or discontinue, temporarily or permanently, Yardi Aspire (or any part thereof) or any or all of the Services, or any feature thereof, with or without notice and without liability to You. You agree that Yardi has no responsibility or liability for the failure of Yardi Aspire and the deletion of other content maintained or transmitted by Yardi Aspire. You further agree that Yardi shall not be liable to You or to any third party for any modification, suspension or discontinuance of Yardi Aspire. Modifications to this Agreement, including, but not limited to, any Yardi Requirements, will be posted on the relevant area of Yardi Aspire and will be effective immediately upon posting. You can review the most current version of the Terms at any time by accessing them through Yardi Aspire. You agree to review the Terms from time to time to ensure You are updated as to any modifications. By continuing to use Yardi Aspire or Services following any such modification, You accept and agree to be bound by such modifications. IF ANY MODIFICATION IS NOT ACCEPTABLE TO YOU, YOUR SOLE AND EXCLUSIVE REMEDY AND RECOURSE IS TO DISCONTINUE USE OF YARDI ASPIRE.