PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY BEFORE CONTINUING.BY USING THIS SITE, YOU INDICATE YOUR ACCEPTANCE OF THIS AGREEMENT.
IF YOU DO NOT AGREE TO THIS AGREEMENT, DO NOT USE THIS SERVICE IN ANY MANNER.
1. ENTERING THIS AGREEMENT This service agreement (this "Agreement") is a binding legal contract between Yardi Systems, Inc. ("we", "us" or "our") and you ("you" or "your") that governs your use of an electronic service (the "Service") that allows you to view certain billing and payment information that your landlord or another party (your "Sponsor") provides and allows you to make rent and other payments to the Sponsor by way of a withdrawal from your personal checking account or by credit card or (if and when introduced) debit card. You may access the Service either through the Sponsor's website (called the "Portal") or through our website (the "Site"), which includes (without limitation) all content such as text, information, images, applications, and services made available to you through this website by us and by third parties. You will be able to distinguish the parts of the Portal that are the Service by looking for our copyright statement at the bottom of each page. This Agreement applies to the Site and to those parts of the Portal that constitute the Service; however, this Agreement does not apply generally to the Portal, which the Sponsor controls. The Service may require you to provide additional information to your Sponsor or to us, or to accept additional terms and conditions prior to enrolling in or using the Service.
2. CHANGING THIS AGREEMENT We may revise this Agreement at any time in our sole discretion. We will make the revised Agreement available through the Service. You agree you will periodically review this Agreement for changes when using the Site or the Service, regardless of whether we notify you of the changes. It is at all times your responsibility to read the most current form of this Agreement before using the Site or the Service to ensure that you agree to the terms and conditions of any amendments made to this Agreement. Unless we state otherwise, all changes to this Agreement come into effect immediately when we make the revised Agreement available. If at any time you do not agree to the revisions we make in this Agreement, you should no longer access or use the Site or the Service in any manner whatsoever. You agree that these standards for notice of amendments to this Agreement are reasonable.
3. ENDING YOUR USE OF THE SITE AND THE SERVICE We may terminate your right to use the Site and Service at any time, with or without cause. Your right to access and use the Site and the Service immediately terminates without further notice upon your violation of any of the terms or conditions of this Agreement, if we at any time discover any error or omission in the information you provide to us, if you violate any of the terms or conditions of this Agreement, if you refuse to accept additional terms and conditions that we require, or if our relationship with your Sponsor ends. We reserve the right to discontinue or make changes to the Site or the Service at any time. The provisions of this Agreement that expressly apply to time periods beyond termination of this Agreement shall survive the expiration or termination of this Agreement for any reason whatsoever.
4. PAYMENTS The Service allows you to make payments to your Sponsor. You understand that your payments go directly to your Sponsor and we do not receive them at any point. You agree that, during and after this Agreement, you will resolve any inquiries or disputes you have concerning your payments directly with your Sponsor and you will not involve us.
5. YOUR PROFILE If you access the Service through the Site, the Site will provide you the ability to create and maintain a file of personal identification information (the "Profile Data"), consisting of information such as your name, addresses, telephone numbers, and e-mail addresses. If you access the Service through a Portal, your Sponsor will provide you with the ability to store and update the Profile Data and will make it available to the Service; you agree to check with your Sponsor for more details, as this may not be an electronic process for your Sponsor. We rely on the Profile Data to protect the privacy of your payment and other information. You promise that your Profile Data is accurate and will be kept current.
6. PROTECTED ACCESS You must have a username and password to access and use the Service. If you access the Service through a Portal, you will use your username and password for the Portal, which will log you into the Service; if you access the Service through the Site, you will use your username and password that we provide you and will regularly change your password. We and the Sponsor may also provide you with additional codes or passwords necessary to perform certain transactions on the Service, including initial authentication of your identity. Your username, password, and any additional codes or passwords are collectively referred to herein as "IDs". You are responsible for maintaining the strict confidentiality of your IDs. Your IDs are personal to you. You agree that you will not allow anyone else to use your IDs to access or use the Service. You are responsible for any charges, damages, or losses that may be incurred or suffered as a result of your failure to keep your IDs secret. We are not liable for any harm caused by or related to the theft of your IDs, your disclosure of your IDs, or your authorization to allow another person or entity to access or use the Service using your IDs. You agree to immediately notify your Sponsor if you become aware of any unauthorized use of your IDs or any use of your IDs not permitted pursuant to this Agreement.
7. YOUR SERVICE COMMUNICATIONS If you use the Service, you are responsible for any communications and authorizations you send and for the consequences of sending your communications and authorizations. If you choose to send information using the Service, you agree to do so solely for lawful purposes and in a lawful manner. You agree that we, your Sponsor, and all other persons or entities involved in the operation of the Service have the right to monitor, retrieve, store and use any communications or authorizations you submit through Service and are acting on your behalf in transmitting your communications and authorizations. However, we do not routinely screen or monitor, and are not responsible for screening or monitoring, any communications or authorizations you send using the Service. WE CANNOT AND DO NOT ASSUME ANY RESPONSIBILITY FOR YOUR USE OR MISUSE OF THE SERVICE.
8. YOUR PRIVACY We collect information about you in the following ways. When you register as a user of the Site or the Service and whenever you use the Service, you voluntarily provide information about yourself. We also obtain information about you from your Sponsor and from various entities within the banking system. For example, when you use the Service, your Sponsor provides the information about your bills that we display to you; likewise, when you make a payment, we receive data from the banking system confirming your payment. Except as set forth in this Agreement, we will not disclose to unaffiliated companies any information we gather from you which could be used to identify or contact you ("Personal Information"), except as required in the operation of the Service. For example, we will disclose Personal Information to your Sponsor and to participants in the banking system (the "Banks"), such as banks and processing firms handling automated clearing house (or "electronic check"), credit card, and (if and when introduced) debit card transactions. Any information (including personal information) that you provide to your Sponsor through the Service is not subject to this Agreement, will be seen by your Sponsor, may be seen by other third parties not related to us, and may be used by them to contact you or for unauthorized purposes. We also provide Personal Information to your vendors and suppliers (collectively, "Vendors") when it is necessary for them to provide us with products and services related to the better operation and maintenance of our Site or Service. We will attempt to require that each Bank and Vendor not further use or disclose your Personal Information for any purpose other than providing us or you with transaction processing and other products and services. Of course, we cannot guarantee their compliance with these restrictions. Any Personal Information provided to entities affiliated with us will be treated in accordance with the terms of this Agreement, unless you are otherwise notified. In the following limited circumstances, we may release Personal Information to third parties: (1) to comply with applicable legal requirements such as a law, regulation, search warrant, subpoena, discovery request, or court order; (2) in special cases, such as a threat to you or others. We may provide information about you that does not allow you to be identified or contacted ("Aggregate Information") to third parties. For example, we might inform prospective sponsors of the number of users of our Service and the activities they conduct through our Service. Depending on the circumstances, we may or may not charge for this information. Otherwise, we will use your Personal Information about you only for the purpose of operating the Service and will not sell your Personal Information to anyone.
9. CONFIDENTIALITY AND SECURITY OF YOUR COMMUNICATIONS We agree to use commercially reasonable efforts in conjunction with your Sponsor to maintain the confidentiality of your data and prevent the disclosure of your data to third parties except in connection with performing the Service and as may be required or permitted by law. YOU ACKNOWLEDGE AND AGREE THAT THE TRANSMISSION OF DATA MAY NOT BE SECURE, DESPITE OUR EFFORTS. In addition, you also acknowledge and agree that no form of security is foolproof.
10. OTHER PARTIES. SERVICE COMMUNICATIONS The data and other information that are available to you through the Service are supplied by or on behalf of your Sponsor. WE DO NOT ASSUME ANY RESPONSIBILITY FOR, ENDORSE, WARRANT, GUARANTEE OR VERIFY THE TRUTHFULNESS, ACCURACY OR RELIABILITY OF THIS DATA. We also do not endorse any opinions expressed through the Services or the Site. YOU ACKNOWLEDGE THAT ANY RELIANCE ON INFORMATION OR OPINIONS PROVIDED THROUGH THE SERVICE OR ON THE SITE IS AT YOUR OWN RISK.
11. ADVERTISEMENTS AND LINKS The Site may contain advertisements placed by or on behalf of third parties, including your Sponsor. These advertisements may contain links to other web sites. For your convenience, we may also provide links on our Site to third party web sites. These third party web sites are not under our control and we are not responsible for such third party web sites. UNLESS WE EXPRESSLY STATED OTHERWISE, WE DO NOT RECOMMEND OR ENDORSE PARTICULAR PRODUCTS, SERVICES OR WEB SITES OF ANY THIRD PARTIES OR MAKE ANY DETERMINATION WHETHER ANY SUCH PRODUCT, SERVICE, OR WEB SITE MAY BE APPROPRIATE FOR YOU. If you link to a third party site, any information you reveal on that site is not subject to this Agreement; you should consult the privacy policies of each site you visit. We cannot control, and are not responsible for, the disclosure or use of any information revealed on any third party site.
12. MAINTENANCE OF RECORDS You agree to separately retain any records that you require relating to your use of the Service or the Site. We are only a service provider, not a record-keeper. Therefore, we are not promising to store or back-up data or other information you may later want to access.
13. COMPLIANCE You represent and warrant that you will, during and after this Agreement, comply with all government laws, rules, and regulations directly or indirectly applicable to you now or hereafter. You are responsible for ensuring that your use of the Site and the Service complies with all laws directly or indirectly applicable to you. WE ARE NOT LIABLE OR RESPONSIBLE FOR ANY OF YOUR ACTS OR OMISSIONS IN USING THE SERVICE IN WAYS THAT DO NOT COMPLY WITH ANY LAW. During and after this Agreement, you agree to comply with, and to sign any and all documents required by, any and all applicable procedures, rules and regulations which we, the Sponsor, or applicable law may require in connection with the Service, including (without limitation) rules promulgated by the Federal Reserve Bank, NACHA, American Express, MasterCard, VISA, Discover, other card issuers, and settlement banks, each as may be amended from time to time.
14. SOME PERMITTED USES OF THE SITE AND SERVICE You may download, store, and print a single copy of individual pages of the Site or the Service solely for your use in connection with your own, non-commercial use. However, during and after this Agreement, any part of the Site or Service that you download, store, or print may not be altered in any way and must contain all copyright and proprietary rights notices that were contained in that part of the Site or Service. You may create a bookmark in your browser to the home page of the Site. Otherwise, you may not create a link to the Site without our prior written approval. To facilitate your access to and use of our Site or the Service or portions thereof, we may make certain software available to you. The terms of your use of such software will be stated separately in a license agreement that will be included with the software. You agree, during and after this Agreement, to only use such software in a manner permitted pursuant to such license agreements.
15. COPYRIGHT You agree that, during and after this Agreement, we (or our suppliers) own all worldwide right, title and interest in and to compilation of materials in the Site and the Service. The copyright laws of the United States and other countries protect the Site and the Service. Any reproduction, distribution, public performance, or public display of these materials, in whole or in part, is prohibited without our express prior written permission or as expressly permitted in this Agreement. All rights not expressly granted in this Agreement are reserved to us. No other rights or licenses, whether express, implied, arising by estoppel, or otherwise are conveyed or intended by this Agreement. ANY UNAUTHORIZED OR UNAPPROVED USE OF ANY OF THE SITE CONSTITUTES COPYRIGHT INFRINGEMENT AND SUBJECTS YOU TO ALL CIVIL AND CRIMINAL PENALTIES PROVIDED FOR UNDER DOMESTIC AND INTERNATIONAL COPYRIGHT LAWS AND TREATIES.
16. TRADEMARKS "Yardi," "rCash" and the associated logos and other marks are our trademarks. During and after this Agreement, you may not use our marks without our written permission. All other names, brands and marks are used for identification purposes only and may be trademarks or registered trademarks of their respective owners.
17. OUTSIDE THE UNITED STATES Our headquarters is in Santa Barbara, California in the United States of America. We make no claims that the Site or the Service is appropriate for access or use outside the U.S. Your access and use of the Site or the Service outside the U.S. is at your own risk, and you are responsible for compliance with the laws of your jurisdiction.
18. VENUE/GOVERNING LAW YOU AGREE THAT, DURING AND AFTER THIS AGREEMENT, ANY DISPUTES YOU MAY HAVE WITH US (INCLUDING OUR AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, CONTRACTORS, SUPPLIERS, LICENSORS, AND TELECOMMUNICATION PROVIDERS) WILL BE HANDLED ONLY IN THE STATE COURTS LOCATED IN THE CITY OF SANTA BARBARA, CA, USA (OR THE COURT OF COMPETENT JURISDICTION CLOSEST TO THE CITY OF SANTA BARBARA, CA, USA IF NO COURT OF COMPETENT JURISDICTION RESIDES IN THE CITY OF SANTA BARBARA, CA, USA). In legal terms, this means that you expressly consent to the exclusive jurisdiction of, and venue in, the courts in and for (or closest to) Santa Barbara, CA, USA. This Agreement is governed by the substantive laws of the State of California as if it was a contract made and performed in California between two California residents.
19. GENERAL DISCLAIMERS THE SITE AND THE SERVICE ARE PROVIDED "AS IS, WITH ALL FAULTS." YOUR USE OF THE SITE AND THE SERVICES IS AT YOUR OWN RISK. WE MAKE NO WARRANTIES OF ANY KIND (EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, OR WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE). WE MAKE NO REPRESENTATION OR WARRANTY THAT ANY INFORMATION IS ACCURATE, COMPLETE, APPROPRIATE, RELIABLE, OR TIMELY. WE ALSO MAKE NO REPRESENTATIONS OR WARRANTIES THAT YOUR ACCESS TO AND USE OF THE SITE (1) WILL BE UNINTERRUPTED OR ERROR-FREE, (2) IS FREE OF VIRUSES, UNAUTHORIZED CODE, OR OTHER HARMFUL COMPONENTS, (3) IS YEAR 2000 READY OR COMPLIANT, OR (4) IS SECURE. YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS YOU BELIEVE NECESSARY OR ADVISABLE TO PROTECT YOU AGAINST ANY CLAIM, DAMAGE, LOSS, OR HAZARD THAT MAY ARISE BY VIRTUE OF YOUR USE OF THE SITE OR THE SERVICE. Some jurisdictions do not permit the exclusion or limitation of implied warranties. Therefore, only if required by applicable law, some or all of the exclusions or limitations above may not apply to you. You may have other rights from jurisdiction to jurisdiction.
20. EXCLUSION OF DAMAGES UNDER NO CIRCUMSTANCES WHATSOEVER, DURING OR AFTER THIS AGREEMENT, WILL WE BE RESPONSIBLE OR LIABLE TO YOU OR ANY OTHER ENTITY FOR ANY DAMAGES WHATSOEVER (WHETHER COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOST PROFITS AND LOST BUSINESS OPPORTUNITIES), SPECIAL, EXEMPLARY, PUNITIVE, OR OTHERWISE) THAT RESULT FROM OR RELATE IN ANY MANNER WHATSOEVER TO (1) YOUR USE OF THE SITE OR THE SERVICE OR FROM YOUR RELIANCE ON ANY INFORMATION DERIVED FORM THE SITE OR THE SERVICE, OR (2) ERRORS, INACCURACIES, OMISSIONS, DEFECTS, UNTIMELINESS, SECURITY BREACHES, OR ANY OTHER FAILURE TO PERFORM BY US OR BY YOUR SPONSOR IN RELATION TO THE SITE OR THE SERVICE. THE FOREGOING EXCLUSION SHALL APPLY REGARDLESS OF WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some jurisdictions do not permit the exclusion of certain types of damages. Therefore, only if required by applicable law, some or all of the exclusions above may not apply to you. You may have other rights from jurisdiction to jurisdiction.
21. LIMITATION OF LIABILITY IF, DESPITE THE OTHER TERMS OF THIS AGREEMENT, WE SHOULD HAVE ANY LIABILITY TO YOU OR ANYONE ELSE FOR ANY LOSS, HARM, OR DAMAGE, YOU AND WE AGREE THAT, DURING AND AFTER THIS AGREEMENT, SUCH LIABILITY SHALL UNDER NO CIRCUMSTANCES EXCEED $1,000. YOU AND WE AGREE THAT THE FOREGOING LIMITATION OF LIABILITY IS AN AGREED ALLOCATION OF RISK BETWEEN YOU AND US AND REFLECTS THE FACT THAT WE ARE NOT CHARGING YOU A FEE FOR THE USE OF THE SITE OR THE SERVICE. YOU ACKNOWLEDGE THAT WE WOULD NOT PROVIDE THE SITE OR THE SERVICE TO YOU IF YOU DID NOT AGREE TO THIS LIMITATION ON OUR LIABILITY.
22. INDEMNITY You agree, during and after this Agreement, to defend, indemnify, and hold us harmless against any losses, expenses, costs, or damages (including our reasonable attorneys fees, expert fees, and other reasonable costs of litigation) arising from, incurred as a result of, or in any manner related to (1) your breach of the terms of this Agreement, (2) your unauthorized or unlawful use of the Site or the Service, and (3) the unauthorized or unlawful use of the Site or the Service by any other person using your IDs.
23. ENTIRE AGREEMENT; OTHER RESTRICTIONS We may assign or otherwise transfer this Agreement, in whole or in part, in our sole discretion. You may not assign or transfer your rights under this Agreement without our prior written permission. Any attempt by you to assign or transfer your rights under this Agreement without our permission shall be void and shall permit us to terminate your use of the Site and the Service. The waiver by us of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or a subsequent breach of the same or a different kind. If any provision of this Agreement shall be held by a court of competent jurisdiction to be unenforceable, the remaining provisions of this Agreement shall remain in full force and effect. This Agreement contains the entire agreement between you and us relating to its subject matter, superseding any other oral or written communications relating thereto. No provision appearing in any other communication from you to us relating to the subject matter hereof shall serve to alter or add to the terms of this Agreement. No statements of any of our employees may amend, vary, or supplement the terms and conditions of this Agreement. The only ways that this Agreement can be amended is by (a) our making available a revised Agreement on the Site or through the Service as contemplated in Section 2 or (b) a written amendment signed by you and one of our officers that has been appointed by our Board of Directors.
Revised October 14, 2016. Copyright (c) 2016 Yardi Systems, Inc. All rights reserved.