These terms are effective as of November 8, 2020. For a copy of the previous terms, contact legal@entrata.com.
Welcome to Entrata and to the Product Specific Terms and Conditions home page. This site contains the terms and conditions applicable to your use of the specific products and services you've contracted with Entrata to receive. The general product terms and conditions are contained in the Software License and Maintenance Agreement signed by you and Entrata, which references and incorporates these terms. Please use the navigation menu to the left to review the terms and conditions that apply to you. Note that the Product Specific Terms and Conditions are subject to change, so we recommend you check back frequently for the most up-to-date information.
ProspectPortal® & ResidentPortal
Resident Verify
The Software and Services will allow Customer to observe and track its leasing agent calls. An Entrata representative will listen to and analyze the calls which the system records, using a grading rubric provided by Customer, and then upload the analysis feedback into the Administrative System where Customer may view it.
2.1 Administrative System. Customer will be given a login and password that allows Customer to access the CallAnalysis product, wherein Customer may view call analysis reports posted by an Entrata representative, on a monthly basis. Customer is responsible for:
2.2 Training. Once reasonably and adequately trained on the use of the CallAnalysis service, Customer is solely responsible to train any of the employees that will use the Software and Services.
2.3 Limitations. Customer agrees not to use the Software, the Administrative System, any Content from Entrata or any information learned from any of the foregoing for any purpose other than those specifically contemplated herein, and Customer is responsible for complying with all requirements prescribed by applicable law.
2.4 Lead Alert. Customer agrees to use Lead Alert in conjunction with CallAnalysis, in order for Entrata to track the leasing agent who answered an incoming call.
2.5 Leasing Agent Log-in. Each leasing agent is required to have and use his/her own unique log-in into the Administrative System, in order for Entrata to accurately track the leasing agent who answered an incoming call.
3.1 Installation; Training. Following and subject to receipt of the Setup Fees, Entrata will train Customer and provide technical assistance for implementing and using the Software and Services.
3.2 Reporting. Entrata will provide reporting metrics and display them in the Administrative System which will display the leasing agent(s) performance metrics, which metrics and a grading rubric are pre-defined and in the System.
3.3 Maintenance. Entrata will take commercially reasonable steps to install and maintain the Software, including any required maintenance fixes, patches, work-around solutions, and new versions of the Software.
4.1 General. Entrata does not warrant or make any representations concerning the accuracy, likely results, or reliability of the CallAnalysis Software or Services. CallAnalysis is subject to errors, data loss, and bugs. In no event shall Entrata be liable for any damages arising out of or in connection with the use of, or inability to use, the CallAnalysis Software or Services.
4.2 Use of Lead Alert and Unique Leasing Agent Log-in. If Lead Alert and a unique leasing agent log-in is not used, then Entrata does not warrant or make any representations as to the accuracy, reliability, and number of calls that will be analyzed in any given month.
1.1 "Services" with respect to the Call Tracker product means all included merchandise and applications provided by Entrata and any related Software.
1.2 "Voice Mail(s)" means a pre-recorded or computer generated message stored in a centralized system that can be retrieved by the recipient at a later time.
1.3 "ILS(s)" means Internet Listing Service(s) and online marketing websites, including, but not limited to, Apartments.com, ForRent.com, ApartmentGuide.com, Rent.com, ApartmentFinder.com, Move.com, and MyNewPlace.com, with which Customer has an existing license to post apartment vacancy information on a Property-specific basis.
1.4 "Feeds" means a data transmission consisting of Content related to available units at Customer's Property or Properties that is exchanged between the Software and the ILSs.
1.5 "Lead(s)" means personal information, including, but not limited to, name, phone number, email address, and other information of a prospective customer.
Customer may use the Call Tracker Software to have phone calls routed into Entrata's server, and Entrata then relays those calls to the Property locations. The Call Tracker Software includes maintenance, leasing, general phone calls, and after-hours Voice Mail. An administrative interface will be available to Customer to view calls and Voice Mails. Call Tracker includes integration fees and basic lead management capabilities, including Lead Alert, which comes with the product. Call Tracker does not include a full lead management solution, guest card parsing, ILS feeds or any land line, phone, or direct phone number at the Property.
3.1 Limitations. Customer agrees not to use the Software, the Administrative System, any Content from Entrata or any information learned from any of the foregoing for any purpose other than using the Call Tracker service in a manner contemplated by both parties. Customer shall not use the Software or any Content garnered from Call Tracker for illegal purposes. Call Tracker is intended and licensed for use by Customer, but not third parties.
3.2 Administrative System. Customer will be given a log-in and password that allows Customer to administrate over certain functionality of the Call Tracker Software. Such administrative activities include, but are not limited to,
The Administrative System is intended and licensed for use by Customer, but not third parties.
3.3 Training. Customer shall be responsible for training its own employees in the use of the Call Tracker Software and Services.
3.4 Customer Use. Customer will use the Services in accordance with the Documentation. Customer will provide, at its own expense, an Internet connection, and all other computer hardware, software and other equipment and supplies required to use the Services and Software.
3.5 Confidentiality. Customer shall use commercially reasonable efforts to preserve the confidentiality of any user identification, password, test key, or other code or authentication method provided by Entrata or otherwise required for use of the Services and shall further prevent the use of the Services by unauthorized persons. Customer assumes full responsibility for the consequences of any misuse or unauthorized use of or access to the Services or disclosure of any confidential information or instructions by Customer, its employees and agents.
3.6 Control and Monitoring of Content and Messages. Entrata has no obligation to review, edit, censor, monitor, or control any of Customer's Voice Mail or voice messaging content or any messages, information, data, or commentary provided to any of Customer's users.
3.7 Compliance with Law. Customer shall comply with all applicable Laws and Regulations. It is Customer's responsibility to fulfill any compliance requirements or obligations that Customer may have with respect to the Services under all applicable laws and regulations. Customer will not use the Services or Software to engage in any activity directly or indirectly that is illegal or fraudulent. Because all messages will be recorded, it is Customer's responsibility to add any required language to its Voice Mail messages, to satisfy any federal or provincial law prohibiting communication interception and recording without consent.
3.8 Comparable Data. Customer agrees that this product and service is contingent upon Entrata accessing and using competitive data comparisons of similarly situated companies, and that any property and/or resident information supplied to Entrata by Customer, related to this Product and Service offering (the "Comparable Data"), may be used by Entrata, in a non-identifiable manner, and in the aggregate, to provide services relevant to the rental of properties, and for the purpose of leasing or managing residential or commercial real estate, and to otherwise improve or enhance Entrata's products. Customer hereby grants to Entrata and its affiliates a non-exclusive, worldwide, irrevocable, perpetual, royalty free, assignable license to access, use, copy, develop derivative works from, modify, and/or enhance the Comparable Data for such purposes.
3.9 Safeguard of Data. Entrata agrees that all data and information obtained from Customer shall be Customer's property and shall be safeguarded using commercially reasonable methods; however, Entrata may use such Customer information, in anonymized and aggregate form, to provide comparable data analysis in furthering the functionality of the Revenue Management product and service.
3.10 Responsibility for Setup and Activation. Entrata is not responsible for any delays caused by Call Tracker or Customer in complying with the setup, permission, and activation required for utilizing the Call Tracker service.
4.1 Accuracy of Information. Entrata will use commercially reasonable efforts to ensure that the recordings are properly distributed to each Customer. Upon written notification, Entrata will use commercially reasonable efforts to correct any data integrity or errors caused by the Software.
4.2 Administrative System. Entrata will configure the Administrative System such that all Leads received from the Call Tracker service will be identified by their source and sent to a Property specific email address (if specified by the client). Customer may use the Administrative System to access the transmission of information relating to Call Tracker.
4.3 Services Provided. Entrata will provide Call Tracker Software which allows phone calls to be routed into Entrata's server, and Entrata then relays those calls to the Property locations. The Call Tracker Software includes maintenance, leasing, general phone calls, and after-hours Voice Mail. The Call Tracker service includes integration fees and basic lead management capabilities.
4.4 Services. Entrata may add, delete, or change the features or functions of the Services, at any time in Entrata's sole discretion. Entrata will notify Customer of the change as soon as reasonably practicable. Entrata may cause the Services to be temporarily unavailable to Customer, either with or without prior notice, and Customer acknowledges that factors beyond Entrata's reasonable control, such as telecommunications failure or equipment failure, may also cause the Services to be unavailable to Customer.
5.1 Liability. Entrata does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the Call Tracker Services. Call Tracker is subject to errors, data loss, and bugs. In no event shall Entrata be liable for any damages (including, without limitation, damages for loss of recordings or data or profit due to business interruption, downtime, server disruption or other cause) arising out of or in connection with the use of, or inability to use, the Call Tracker services.
5.2 Accessibility and Downtime. Access to and use of Software relating to Call Tracker may be temporarily down, inaccessible, or deactivated due to maintenance, upgrades, equipment failure, power failure, and/or other scheduled or unscheduled downtime's or interruptions and Entrata shall not be liable to Customer or any third party for any such circumstances. Entrata will use commercially reasonable efforts to ensure that maintenance and downtime occur during non-peak hours and that the Software performs in accordance with industry standards.
5.3 Server Disruption and Inaccurate Messages. Entrata may, from time to time, experience server disruptions or outages that prevent or delay Voice Mail or voice messages relating to the Call Tracker service from being received and/or sent. Such disruptions may also result in duplicate or undesired messages being sent. Upon the occurrence of any of the foregoing problems, Entrata's sole responsibility shall be to re-send any undelivered messages. Subject to the foregoing, Entrata shall have no other responsibility for, and bears no liability with respect to inaccurate or undesired messages sent through the Software.
5.4 Loss of Recordings. Entrata may, due to downtime, server disruption, or any other unforeseen occurrence, lose the recordings and other items relating to the Call Tracker service. Entrata's sole responsibility shall be to maintain these recordings utilizing industry standards. If in the event a recording or set of recordings is lost, Entrata bears no liability for these occurrences.
5.5 No Guarantee. Entrata does not guarantee that any specific phone number will persist or be available to use with the Call Tracker service. Customer may have to change phone numbers without any notice from Entrata.
5.6 Failure to Pay. In the event that the customer fails to pay its monthly license fees related to the Call Tracker Product, within 30 days of non-payment, Entrata may deactivate call tracking, and dispose of historical Voice Mail data.
5.7 Phone Numbers. Entrata does not guarantee that any specific Phone Number will persist or be available to use with the Call Tracker Services. Customer is solely responsible to test the Phone Numbers, before using them; Entrata is not liable for any reliance Customer places on the numbers that have not been previously tested. Customer may have to change Phone Numbers associated with the Call Tracker Services without prior notice from Entrata.
1.1 "Blocked Craigslist Account" means when a Craigslist administrator prevents Customer from any and all access to Customer's account.
1.2 "Content" with respect to the Craigslist Posting product, means any works of art, graphics, photographs, audio, video, text, ratings, reviews, data, pricing information, floor plan information, documents, works of authorship, vacancy information, and other content that will be posted on Craigslist.
1.3 "Duplicate Post" means a post that a Craigslist administrator deems too similar to an already existing and active post.
1.4 "Flagged Post" means a post that has been removed by Craigslist users, after the post has been flagged for removal a specified number of times.
1.5 "Ghosting" means when an advertisement appears to have been successfully posted, but is not actually listed in Craigslist search results.
1.6 "Lead" means personal information, including, but not limited to, name, phone number, email address, and other information of a prospective customer of Customer generated from Craigslist.
1.7 "Post" means a specific advertisement that has been generated from property content in the Administrative System and is listed in Craigslist for advertising purposes.
Customer may use Customer's Computers to access and use the Software via the Internet for the number of Properties at the rates, and subject to the fees stated in the Statement of Work. The Software shall reside on Entrata's ASP Server.
3.1 Administrative System. Customer will be given a login and password that allows Customer to administrate over certain functionality of the Software. Such administrative activities include, but are not limited to,
The Administrative System is intended and licensed for use by Customer, but not third parties.
3.2 Craigslist Posting. Customer agrees to maintain the accuracy of Content contained in the Administrative System and in Customer's Third-Party Property Management Software. Customer understands that in order for Entrata to generate Craigslist Posts, Entrata will extract Content from the Administrative System and the Third-Party Property Management Software. Customer is responsible to enter all property information necessary to post an accurate and complete Craigslist advertisement. Customer is responsible for taking the HTML Entrata provides and posting it on craigslist.org.
3.3 Craigslist Account Activation. Customer agrees to activate and maintain a Craigslist account. Entrata does not represent or warrant that Customer will be able to secure an account.
3.4 Responsibility for Posting. THE CUSTOMER IS SOLELY RESPONSIBLE FOR POSTING THE ADVERTISEMENT ON CRAIGSLIST.ORG. ENTRATA IS NOT RESPONSIBLE FOR ANY DELAYS CAUSED BY GHOSTING, FLAGGED POSTS, DUPLICATE POST ERRORS, OR BLOCKED CRAIGSLIST ACCOUNTS.
3.5 Responsibility for Setup and Activation. ENTRATA IS NOT RESPONSIBLE FOR ANY DELAYS CAUSED BY AN ILS OR CUSTOMER IN COMPLYING WITH THE SETUP, PERMISSION AND ACTIVATION REQUIREMENTS OF AN ILS.
3.6 Setup and Implementation Responsibilities and Statement of Work. Entrata will be responsible for performing its setup and implementation responsibilities, including those relating to Website creation, as described herein. It is estimated that the initial Website creation, the setup and implementation will require approximately six (6) weeks, starting on the date the Agreement is signed by Entrata. This time period is not guaranteed, and may change due to delays by Customer, extensions or changes in design requirements by Customer, disruptions in the development process, or other factors. Entrata will notify customer of the Go Live Date when such date is certain. Customer shall be responsible for providing property content including the submission of a Property Details Questionnaire, Property Photos, Floor Plan Details and Images, Property Logo or other images. Customer acknowledges that this may take approximately 2-3 hours per property to gather and send. Customer must also submit to Entrata the desired domain name to be purchased or directed toward our servers (ProspectPortal Only).
4.1 Accuracy of Information. Entrata will use commercially reasonable efforts to ensure that the Craigslist postings are accurate, provided, however, that Customer is responsible for the accuracy of any data retrieved by the Software from any Third-Party Property Management Software. Upon written notification, Entrata will use commercially reasonable efforts to correct any data integrity failures caused by the Software or the integration of the Software with Third-Party Property Management Software. Such errors may occur as a result of system errors, bugs, improperly input data, data transmission time outs, erroneous data pulled from Third-Party Property Management Software, changes to Craigslist's technical specifications, or other issues. ENTRATA IS NOT RESPONSIBLE FOR ANY LOSSES OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST RENTS, OR DEPOSITS INCURRED AS A RESULT OF ERRONEOUS CRAIGSLIST POSTS.
4.2 Training and Customer Support. An Entrata account manager will train and provide support to Customer on how to enter the property information into the Administrative System, and how to set up a Craigslist account in order to Post availability information, floor plans, contact information, website links, and other property data.
4.3 Format, Tracking and Reporting. Entrata will generate the template format of each Craigslist Post and track unique visitors and total views of each Post through the Software tool. Entrata will show the leads generated from these Craigslist Posts. Reporting will show when Craigslist users view the Posts and how often the Posts are generated. Entrata will notify the Properties via email when it is time to make a new Post, based on the notification preferences of Customer.
4.4 Compliance. Entrata will abide by the applicable laws and will be compliant with the Craigslist posting rules and legal terms and conditions.
1.1 Administrative System. Customer will be given a login and password that allow Customer to administrate over certain functionality of the Software.
1.2 Reports. Customer is solely responsible for communicating with the Administrative System to receive reports related to the Entrata Product and Service. Entrata may also post reports in the Administrative System and send reports of certain transactions to Customer via email, if and as requested by Customer.
1.3 Use of Entrata Accounting Software. Customer agrees to use the Entrata Accounting software ("Accounting") only for Customer's business purposes. Customer's use of Accounting may be on behalf of Property owners as an agent of such owners. Customer shall not assign, copy, transfer, transmit, or permit access to Accounting to Customer's Employees or any third party other than as expressly contemplated herein. Customer shall be solely responsible to procure and maintain any computer hardware necessary to use Accounting.
2.1 Access and Accuracy of Information. Entrata shall provide Customer with access to Accounting through the Administrative System for the Properties set forth in the SOW. Entrata will use commercially reasonable efforts to ensure that the information and data used in the system is accurate. Upon written notification of problems, Entrata will use commercially reasonable efforts to correct any data integrity or errors caused by the Services.
2.2 Safeguard of Data. Entrata agrees that all data and information obtained from Customer shall be Customer's property and shall be safeguarded under commercially reasonable methods; however, Entrata may use such Customer information in furthering the functionality of the Property Management Services, and may at its discretion collect Customer data for the purposes of enforcing the Agreement.
3.1 Compliance with Law. Although the use of Accounting will assist Customer in complying with applicable laws and regulations, Entrata hereby disclaims all warranties with respect to the satisfactoriness or accurateness of Accounting in this regard. Because laws and regulations may change from time to time, Accounting may not be updated to reflect such changes. Customer should consult its own lawyer with respect to compliance with all applicable laws and regulations.
3.2 Indemnification. As applicable to Accounting, Customer shall indemnify, defend and hold harmless Entrata, its owners, officers, employees, and agents, from and against any and all claims, actions, proceedings, judgments, losses, liabilities, costs and expenses (including legal fees) arising from claims by any third party against Entrata that are:
All materials provided by Entrata to Customer with respect to Accounting, including but not limited to the Software code, proprietary data and documentation, or other proprietary information developed or provided by Entrata, including logos, trademarks, copyrights, trade names, and any non-public know-how, methodologies, equipment, or processes of Accounting, shall remain the sole and exclusive property of Entrata. All rights not granted to Customer hereunder are reserved by Entrata.
Entrata Commercial is the central product in Entrata's Software offering for commercial property managers, specifically providing commercial property management functionality. These terms describe certain obligations of Customer with respect to the use of the Entrata Commercial Services.
1.1 Entrata Commercial includes access to a cloud-based commercial-property-specific property management system that supports (a) commercial, retail, and mixed use property management and leasing, including property data and unit data / availability; (b) tenant management, including leasing move-ins, move-outs, and transfers; (c) ledger, including recurring / one-time charges, payments, refunds, and Common Area Maintenance ("CAM") expense management; (d) work order management, including work order creation, scheduling, and alerts; (e) mobile management, which allows Customer access to the Software on a tablet or smart phone; and (f) flexible space configuration management, including the tracking of tenant renewal options. The Software also includes a reporting module that supports the creation of various reports, including but not limited to: rent roll; monthly reconciliation; amenity; unit availability; rent adjustment; rentable items; security deposits; cash deposit recaps; and aged delinquency.
2.1 Administrative System. Customer will be given Access Credentials that allow Customer to access and manage certain functionality of the Software. Customer is responsible for maintaining the security of any Access Credentials used to access the Software or the Administrative System and the data stored therein, and Customer agrees that Entrata will not be responsible or liable for Customer's use and safekeeping of Access Credentials.
2.2 Compliance with Laws and Regulations. Customer will comply with all applicable laws and regulations in connection with, or affecting, the use of the Services. Customer will not use the Software in any way that infringes on the intellectual property rights of any third party, or upload anything while using the Software that contains any viruses or other computer programming that could damage, detrimentally interfere with, surreptitiously intercept, or expropriate the Services, data or the personal information of any person or entity.
2.3 Limitations. Customer agrees not to use the Services, the Administrative System, or any content from Entrata, or any information learned from any of the foregoing, for any purpose other than those specifically contemplated herein.
2.4 Reports. Customer is solely responsible for communicating with the Administrative System to receive reports related to the Services. Entrata may also post reports in the Administrative System and send reports of certain transactions to Customer via email, if and as requested by Customer.
2.5 Use of Property Management Software. Customer agrees to use the Software only for Customer's legitimate and lawful business purposes. Customer's use of the Software may be on behalf of Property owners as an agent of such owners. Customer will not assign, copy, transfer or transmit the Services to any third party other than as contemplated herein, and Customer will not publish, copy, modify, distribute, publicly display, create derivative works of, de-compile, disassemble, reverse engineer, or otherwise manipulate the Software, its underlying code, or any other intellectual property of Entrata, except that Customer may make copies of any reports or Customer-owned data contained in the Software for backup purposes. Customer may only use the Software for Licensed Properties. The Software may be accessed only by Customer's employees or other authorized personnel working for or on behalf of Customer.
3.1 Access and Accuracy of Information. Entrata shall provide Customer with access to Entrata Commercial through the Administrative System for the Licensed Properties. Entrata will use commercially reasonable efforts to ensure that the information and data used in the system is accurate. Upon written notification of problems, Entrata will use commercially reasonable efforts to correct any data integrity or errors caused by the Services.
3.2 Safeguard of Data. Entrata agrees that all data and information obtained from Customer is Customer's property and will be safeguarded using commercially reasonable methods; however, Entrata may use such Customer information, in anonymized and aggregate form, to further the functionality of the Services, and may, in its sole discretion, collect Customer data for the purposes of enforcing the Agreement (including this Addendum).
4.1 Although the Software may assist Customer in complying with applicable laws and regulations, Entrata hereby disclaims all warranties and conditions with respect to the satisfactoriness or accurateness of the Software in this regard. As the Software does not incorporate provincial law requirements, and laws and regulations may change from time to time, the Software may not be updated to reflect such changes. Customer should consult an attorney or lawyer with respect to its compliance with applicable laws and regulations.
All materials provided by Entrata to Customer with respect to the Software, including but not limited to proprietary data and documentation, or other proprietary information developed or provided by Entrata, including logos, trademarks, copyrights, trade names, and any non-public know-how, methodologies, equipment, Software code, or processes of the Software, will remain the sole and exclusive property of Entrata. All rights not granted to Customer under this Agreement are reserved to Entrata.
1.1 Administrative System. Customer will be given a login and password that allow Customer to administrate over certain functionality of the Software.
1.2 Reports. Customer is solely responsible for communicating with the Administrative System to receive reports related to the Entrata Product and Service. Entrata may also post reports in the Administrative System and send reports of certain transactions to Customer via email, if and as requested by Customer.
1.3 Use of Entrata Core. Customer agrees to use the Entrata Core software ("Core") only for Customer's business purposes. Customer's use of Core may be on behalf of Property owners as an agent of such owners. Customer shall not assign, copy, transfer, transmit, or permit access to Core to Customer's Employees or any third party other than as expressly contemplated herein. Customer shall be solely responsible to procure and maintain any computer hardware necessary to use Core.
2.1 Access and Accuracy of Information. Entrata shall provide Customer with access to Core through the Administrative System for the Properties set forth in the SOW. Entrata will use commercially reasonable efforts to ensure that the information and data used in the system is accurate. Upon written notification of problems, Entrata will use commercially reasonable efforts to correct any data integrity or errors caused by the Services.
2.2 Safeguard of Data. Entrata agrees that all data and information obtained from Customer shall be Customer's property and shall be safeguarded under commercially reasonable methods; however, Entrata may use such Customer information in furthering the functionality of the Property Management Services, and may at its discretion collect Customer data for the purposes of enforcing the Agreement.
3.1 Compliance with Law. Although the use of Core will assist Customer in complying with applicable laws and regulations, Entrata hereby disclaims all warranties with respect to the satisfactoriness or accurateness of Core in this regard. Because laws and regulations may change from time to time, Core may not be updated to reflect such changes. Customer should consult its own attorney with respect to compliance with all applicable laws and regulations.
3.2 Indemnification. As applicable to Core, Customer shall indemnify, defend and hold harmless Entrata, its owners, officers, employees, and agents, from and against any and all claims, actions, proceedings, judgments, losses, liabilities, costs and expenses (including attorneys' fees) arising from claims by any third party against Entrata that are:
All materials provided by Entrata to Customer with respect to Core, including but not limited to the Software code, proprietary data and documentation, or other proprietary information developed or provided by Entrata, including logos, trademarks, copyrights, trade names, and any non-public know-how, methodologies, equipment, or processes of Core, shall remain the sole and exclusive property of Entrata. All rights not granted to Customer hereunder are reserved by Entrata.
Customer may use the Entrata Pricing Software and Services to price units at the optimal rent through setting management business rules. The Software and Services will allow Customer to forecast occupancy, lease starts, lease expirations, and it will also provide improved pricing and occupancy data management and processes. The Software and Services will provide the ability for Customer to increase revenue while targeting optimal occupancy levels through the use of transparent pricing methodology and processes.
2.1 Administrative System. Customer will be given a login and password that allows Customer to administrate over certain functionality of the Software. Once trained, Customer is responsible to review the optimized rent pricing based on the move-in day of the week, and choose the starting rent that will be optimized, before the optimal rent pricing is automated. The Administrative System is intended and licensed for use by Customer, but not third parties.
2.2 Approval of Pricing. When the system is in "Manual Review" mode, Customer is required to review all rent pricing before the rent pricing is generated and posted. Bugs, mistakes, updates, and outages by Entrata may result in pricing being generated and pre-populated incorrectly. Customer agrees and acknowledges that if Customer has failed to review the rent pricing this may create a risk of mistake, error, and liability, and that Customer has been informed of this fact and expressly agrees to assume the risk of this occurring. Customer agrees to release and to indemnify Entrata, and its officers, agents and employees from any liability as the result of any omission on Customer's part, to review the rent pricing, and any resulting damages or claims which may arise.
2.3 Comparable Data. Customer agrees that this product and service is contingent upon Entrata accessing and using competitive data comparisons of similarly situated companies, and that any public property information supplied to Entrata by Customer after the execution of this agreement, related to this Product and Service offering (the "Comparable Data") may be used by Entrata, in a non-identifiable manner, and in the aggregate, to provide services relevant to the rental of properties, and for the purpose of leasing or managing residential or commercial real estate and to otherwise improve or enhance Entrata's products. Customer hereby grants to Entrata and its affiliates a non-exclusive, worldwide, irrevocable, perpetual, royalty free, assignable license to access, use, copy, develop derivative works from, modify, and/or enhance the Comparable Data for such purposes.
2.4 Compliance and Non-distribution. Customer shall comply with all applicable Laws and Regulations in connection with, or affecting, the use of the Software and Services. Customer must not copy, abstract or reverse engineer the Software or the information contained in it, or make it available to any person or organization, and Customer must not permit others to do so. Customer must maintain the Software in confidence and prevent unauthorized access to it.
2.5 Limitations. Customer agrees not to use the Software, the Administrative System, any Content from Entrata or any information learned from any of the foregoing for any purpose other than those specifically contemplated herein.
2.6 Notice of Erroneous Pricing. Customer shall regularly and promptly review all pricing and other communications from Entrata and shall promptly notify Entrata upon discovery of any and all discrepancies between Customer's records and those provided by Entrata with respect to any pricing that Customer believes is erroneous. Upon notification by Customer, Entrata will use commercially reasonable, good faith efforts in accordance with the terms hereof to correct any disparities of which it was notified.
2.7 Reports. Customer is solely responsible for communicating with the Administrative System to receive reports related to the product and service. Entrata may also post reports in the Administrative System and send reports of transactions to Customer via email, if requested by Customer.
3.1 Access. Entrata shall provide Customer with access to the Entrata Pricing Software through Entrata for the number of Properties and at the rates set forth below.
3.2 Accuracy of Information. Entrata will use commercially reasonable, good faith efforts to ensure that any information submitted through the system is accurate. Upon written notification of any problems, Entrata will use commercially reasonable, good faith efforts to correct any data integrity or errors caused by the Software.
3.3 Safeguard of Data. Entrata agrees that all data and information obtained from Customer shall be Customer's property and shall be safeguarded using commercially reasonable, good faith methods; however, Entrata may use such Customer information, in anonymized and aggregate form, to provide comparable data analysis in furthering the functionality of the Entrata Pricing product and service.
3.4 Product Delivery. Entrata will deliver the product and services in the increments agreed upon by the parties, at least once per week. The pricing and calculation methods will be optimized and delivered or otherwise made available to Customer in Canadian Dollars, exclusive of any fees, taxes, concessions, amenities, specials or the like, which Customer may charge or deduct, independent of the rent. Customer will have the ability to turn off the product and service, at Customer's sole discretion; however, if Customer elects to turn off the product and service it will still owe Entrata the monthly fees mutually agreed upon.
3.5 Training and Customer Support. An Entrata representative will train and provide support to Customer on how to enter the property information into the Administrative System, and how to set up and use the Entrata Pricing product and service.
4.1 Server Disruption and Inaccurate Pricing. Entrata does not warrant or make any representations concerning the accuracy, likely results, or reliability of the pricing, if such pricing is erroneous because of a bug, or a pricing that is contingent upon comparable or macro-economic conditions which change or are incorrect or if Customer's employees or agents make or give concessions. Entrata may, from time to time, experience server disruptions or outages that prevent or delay pricing from being sent and received. Upon the occurrence of any of the foregoing problems, Entrata's sole responsibility shall be to re-send any undelivered pricing or correct any pricing. Subject to the foregoing, Entrata shall have no other responsibility for, and bears no liability with respect to inaccurate or undesired pricing sent through the Software.
4.2 No Warranties. The Software is furnished to you "AS IS" WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF PERFORMANCE, NONINFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, ENTRATA WILL HAVE NO LIABILITY FOR DAMAGES BASED UPON, ARISING OUT OF, RESULTING FROM OR IN ANY WAY CONNECTED WITH THE PERFORMANCE OR BREACH OF THIS AGREEMENT OR THE USE OF THE SOFTWARE. ENTRATA IS NOT LIABLE UNDER ANY CIRCUMSTANCES FOR ANY DAMAGES WHATSOEVER ARISING OUT OF THIS AGREEMENT OR THE USE OF THE SOFTWARE, INCLUDING BUT NOT LIMITED TO INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST REVENUES OR PROFITS OR DAMAGE TO HARDWARE OR SOFTWARE COMPUTER SYSTEMS, DATA OR PROGRAMMING. THE LIMITATIONS AND EXCLUSIONS IN THIS PARAGRAPH SHALL APPLY TO ALL CLAIMS OF EVERY NATURE, KIND AND DESCRIPTION WHETHER ARISING FROM BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE OR OTHER TORT, OR OTHERWISE. YOUR SOLE AND EXCLUSIVE REMEDY ARISING FROM OR RELATING TO THIS AGREEMENT IS TO TERMINATE THIS AGREEMENT.
1.1 Administrative System. Customer will be given a login and password that allow Customer to administrate over certain functionality of the Software.
1.2 Reports. Customer is solely responsible for communicating with the Administrative System to receive reports related to the Entrata Product and Service. Entrata may also post reports in the Administrative System and send reports of certain transactions to Customer via email, if and as requested by Customer.
1.3 Use of Entrata Accounting Software. Customer agrees to use the Entrata Student software ("Student") only for Customer's business purposes. Customer's use of Student may be on behalf of Property owners as an agent of such owners. Customer shall not assign, copy, transfer, transmit, or permit access to Student to Customer's Employees or any third party other than as expressly contemplated herein. Customer shall be solely responsible to procure and maintain any computer hardware necessary to use Student.
2.1 Access and Accuracy of Information. Entrata shall provide Customer with access to Student through the Administrative System for the Properties set forth in the Statement of Work . Entrata will use commercially reasonable efforts to ensure that the information and data used in the system is accurate. Upon written notification of problems, Entrata will use commercially reasonable efforts to correct any data integrity or errors caused by the Services.
2.2 Safeguard of Data. Entrata agrees that all data and information obtained from Customer shall be Customer's property and shall be safeguarded using commercially reasonable methods; however, Entrata may use such Customer information, in anonymized and aggregate form, in furthering the functionality of the Property Management Services, and may at its discretion collect Customer data for the purposes of enforcing the Agreement.
3.1 Compliance with Law. Although the use of Student may assist Customer in complying with applicable laws and regulations, Entrata hereby disclaims all warranties and conditions with respect to the satisfactoriness or accurateness of Student in this regard. Because laws and regulations may change from time to time, Student may not be updated to reflect such changes. Customer should consult its own attorney or lawyer with respect to compliance with all applicable laws and regulations.
3.2 Indemnification. As applicable to Student, Customer shall indemnify, defend and hold harmless Entrata, its owners, officers, employees, and agents, from and against any and all claims, actions, proceedings, judgments, losses, liabilities, costs and expenses (including attorneys' or lawyers' fees) arising from claims by any third party against Entrata that are:
All materials provided by Entrata to Customer with respect to Student, including but not limited to the Software code, proprietary data and documentation, or other proprietary information developed or provided by Entrata, including logos, trademarks, copyrights, trade names, and any non-public know-how, methodologies, equipment, or processes of Student, shall remain the sole and exclusive property of Entrata. All rights not granted to Customer hereunder are reserved by Entrata.
1.1 "Content" with respect to the ILSPortal product, Content means any works of art, graphics, photographs, audio, video, text, ratings, reviews, data, pricing information, floor plan information, documents, works of authorship, vacancy information, and other content that will be posted on ILSs.
1.2 "Feeds" means a data transmission consisting of Content related to available units at Customer's Property or Properties that is exchanged between the Software and the ILSs.
1.3 "ILS(s)" means Internet Listing Service(s) and online marketing websites, including, but are not limited to, Apartments.com, ForRent.com, ApartmentGuide.com, Rent.com, ApartmentFinder.com, Move.com, and MyNewPlace.com, with which Customer has an existing license to post apartment vacancy information on a Property-specific basis.
1.4 "Lead" means personal information, including, but not limited to, name, phone number, email address, and other information of a perspective customer of Customer submitted through the ILSs.
1.5 "Property Specific Email Address" means the email address generated by Entrata that corresponds to each individual Property and each individual ILS where such Property may be listed.
Customer may use Customer's Computers to access and use the ILS Software via the Internet for the number of Properties and ILSs, at the rates, and subject to the fees stated in the Statement of Work. The Software shall be resident on Entrata's ASP Server.
3.1 Administrative System. Customer will be given a login and password that allows Customer to administrate over certain functionality of the Software. Such administrative activities include, but are not limited to,
The Administrative System is intended and licensed for use by Customer, but not third parties.
3.2 ILS Posting. Customer agrees to maintain the accuracy of Content contained in the Administrative System and in Customer's Third-Party Property Management Software. Customer understands that Entrata will extract Content from the Administrative System and the Third-Party Property Management Software in order to post such information to ILSs.
3.3 Acceptance of Feeds. Customer agrees to maintain Property Content in the manner required for a Feed to be accepted by an individual ILS, including but not limited to, adhering to the specific information formatting specifications such as minimum and maximum character requirement, image size limits, and information structure. Specifications and requirements vary from ILS to ILS and it is Customer's responsibility to know, understand, and follow these requirements. Entrata has no responsibility to modify or edit information that is not correctly formatted or otherwise unacceptable to a particular ILS.
3.4 Existing License & Activation. Entrata will send information to all ILSs requested by Customer, but Entrata does not represent or warrant that any ILS will accept and properly process the data sent. Customer understands and agrees that it is Customer's responsibility to maintain a valid and sufficient license to post Feeds to each ILS to which Customer seeks to send Property information through the ILS Portal Services. For applicable ILSs, Customer may be required to provide or obtain written or verbal approval to allow an ILS to accept Feeds from the Software. Customer is responsible for obtaining such approvals and permissions from each ILS prior to activating the Software for such ILS.
3.5 Responsibility for Setup and Activation. ENTRATA IS NOT RESPONSIBLE FOR ANY DELAYS CAUSED BY AN ILS OR CUSTOMER IN COMPLYING WITH THE SETUP, PERMISSION AND ACTIVATION REQUIREMENTS OF AN ILS.
3.6 Rights to Distribute Content to Additional ILS Type Sites. Customer hereby grants Entrata permission to distribute Content to additional ILS type sites and to modify such Content to comply with such additional site's posting requirements. Such additional sites include, but are not limited to, Google Base, Yahoo.com, Craigslist.com, HotPads.com, RentVine.com, Backpage.com, OLX.com, HomeTownRent.com, Oodle.com, and Yelp.com.
3.7 Responsibility for Accuracy of Information. Entrata will use commercially reasonable efforts to ensure that Feeds are properly distributed to each ILS, provided, however, that Customer is responsible for the accuracy of any data retrieved by the Software from any Third-Party Property Management Software. Upon written notification, Entrata will use commercially reasonable efforts to correct any data integrity or Feed errors caused by the Software or the integration of the Software with Third-Party Property Management Software. Such errors may occur as a result of system errors, bugs, improperly input data, data transmission time outs, erroneous data pulled from Third-Party Property Management Software, or other issues. ENTRATA IS NOT RESPONSIBLE FOR ANY LOSSES OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST RENTS, OR DEPOSITS INCURRED AS A RESULT OF ERRONEOUS, UNPARSED, OR UNSENT ILS FEEDS OR LEADS.
4.1 Setup and Implementation Responsibilities and Statement of Work. Entrata will be responsible for performing its setup and implementation responsibilities, including those relating to Website creation, as described herein. It is estimated that the initial Website creation and the setup and implementation will require approximately six (6) weeks, starting on the date the Agreement is signed by Entrata. This time period is not guaranteed, and may change due to delays by Customer, extended or changed design requirements by Customer, disruptions in the development process, or other factors. Entrata will notify customer of the Go Live Date when such date is certain. Customer shall be responsible for providing property content including the submission of a Property Details Questionnaire, Property Photos, Floor Plan Details and Images, Property Logo or other images. Customer acknowledges that this may take approximately 2-3 hours per property to gather and send. Customer must also submit to Entrata the desired domain name to be purchased or directed toward our servers (ProspectPortal Only).
4.2 Content Provided by Entrata. If and to the extent that Entrata is to provide any Content (other than the Website Design Elements available to Customer through the Software) for the Websites, such Content and Entrata's obligations with respect to such Content will be identified or described in the Statement of Work hereto. Entrata has no other obligation to provide Content.
4.3 Access Denial for Inappropriate Use. Entrata has the right to deny, suspend or terminate Customer's access to and use of the Software and to deny, suspend or terminate Customer's and Users' access to and use of the Websites at any time if there is any Inappropriate Use by any of them. Customer agrees not to engage in or facilitate or encourage any Inappropriate Use. An "Inappropriate Use" means any of the following:
5.1 Lead Parsing. For Customer's Properties that have a license to one or more ILSs, and for which the requisite approvals have been obtained and setup has been completed, Entrata will provide Customer with a Property Specific Email Address. The Property Specific Email Address will then be used to track all Leads generated from the respective ILS. Customer may then elect to have all Leads sent to
Entrata will not be responsible for any inaccurate or lost information caused by the submission by Customer of an incorrect Property Specific Email Address to an ILS.
5.2 Administrative System. Entrata will configure the Administrative System such that all Leads received from an individual ILS will be sent to a Property Specific Email Address. Customer may use the Administrative System to change settings and configurations affecting the transmission of information to and from ILSs. If Customer incorrectly changes the configurations or Property Specific Email Addresses, or if Customer turns ILSPortal posting or parsing functions off, Leads from the ILSs may be inaccurately reported, incorrectly attributed, or lost.
Customer may use the InspectionManager Software and Services to manage inspections of its facilities (i.e. apartment units, common areas, etc.). Such inspections may include, without limitation, make-readies, move-in/movie-out punch lists, cleaning checks, and preventative maintenance. Customer may use InspectionManager to define digital inspection forms that serve as templates for individual inspections. Customer may execute inspections, using these forms, where it may attach notes and images, capture digital signatures, and tie any accompanying action items to property level staff or residents, as applicable. Customer may use InspectionManager to approve inspections and facilitate the creation of efficient and automated work orders. A status indicator will appear in the Software, after an inspection, to prompt an approval. Inspection items that failed or have a note or image attached will be shown for review and approval. Review items can be changed and overridden if necessary by a user with sufficient privileges. Customer may print out hard forms and copies of the items used with the Software, and save and upload any documents to create a digital audit trail.
2.1 Administrative System. Customer will be given a login and password that allow Customer to administrate over certain functionality of the Software, wherein Customer may set up inspection locations and items, create action items needed to resolve failed inspection items, and create inspection forms within the system. Customer can specify whether inspections are created through a manual process or through a scheduling system and identify the person(s) required to execute the inspection (e.g. property level staff or a Resident). Customer may assign an inspection to a specific unit or Resident.
2.2 Compliance and Non-distribution. Customer must comply with all applicable Laws and Regulations in connection with, or affecting, the use of InspectionManager. Customer must not copy, abstract or reverse engineer the Software or the information contained in it, or make it available to any person or organization, and Customer must not permit others to do so. Customer must maintain the Software in confidence and prevent unauthorized access to it.
2.3 Limitations. Customer agrees not to use the Software, the Administrative System, any Content from Entrata or any information learned from any of the foregoing for any purpose other than those specifically contemplated herein.
2.4 Reports. Customer is solely responsible for communicating with the Administrative System to receive reports related to its use of InspectionManager. Entrata may also post reports in the Administrative System and send reports of transactions to Customer via email, if requested by Customer.
2.5 Property Management Software. Customer understands if it is not using the Entrata Core software, work orders may be automated, but will not be grouped under a single parent inspection work order. This is a limitation of Entrata's integrations with third-party management software and applies to work orders in general.
2.6 Accuracy of Information. Customer is responsible for maintaining the accuracy of information entered into the system. Customer assumes full responsibility and legal liability for any and all of Customer's content, and for the accuracy, completeness, and legality of Customer's content. Customer unconditionally warrants that it owns or has adequate licenses to all copyrights and intellectual property rights in and to Customer's content, and that Customer has obtained all necessary consents, permissions, releases, waivers, and rights needed by Customer and Entrata to use Customer's content pursuant to the Agreement.
3.1 Access. Entrata will provide Customer with access to the InspectionManager Software through the Administrative System for the number of Properties and at the rates set forth in the Statement of Work or Amendment adding the InspectionManager Services.
3.2 Accuracy of Information. Entrata will use commercially reasonable efforts to ensure that the InspectionManager Software functions as outlined herein. Upon written notification of any problems, Entrata will use commercially reasonable efforts to correct any data integrity or errors caused by the Software.
3.3 Safeguard of Data. Entrata agrees that all data and information obtained from Customer is Customer's property and will be safeguarded under commercially reasonable methods; however, Entrata may use such Customer information in a non-identifiable manner, and in the aggregate, to provide comparable data analysis in furthering the functionality of InspectionManager.
3.4 Product Delivery. Entrata will deliver the Software and Services over the Internet. InspectionManager may be used by entering information via a desktop computer, tablet, or mobile device, or by manually recording information through a paper process and uploading it to the system.
3.5 Training and Customer Support. An Entrata representative will train and provide support to Customer on the setup and use of InspectionManager within the Administrative System. Once reasonably and adequately trained on the use of InspectionManager, Customer is solely responsible to train any of its employees that will use the Software and Services.
4.1 Server Disruption and inaccuracies. Entrata may, from time to time, experience server disruptions or outages that prevent or delay items, (including but not limited to purchase orders, resident charges, inspection forms, and the like) from being sent and received. Upon the occurrence of any such disruption, Entrata's sole responsibility will be to re-send any undelivered items. Subject to the foregoing, Entrata will have no other responsibility for, and bears no liability with respect to, any damages arising from Customer's use of InspectionManager.
The Software and all non-Customer information in it are proprietary to Entrata and embody valuable confidential information and trade secrets of Entrata. The furnishing of the Software does not constitute the granting or waiver by Entrata of its proprietary interest. You acknowledge and agree that you acquire no rights in or to the Software, except as specifically set forth herein.
The Software and Services will allow Customer to use the following:
2.1 Administrative System. Customer will be given a login and password that allows Customer to access the Lead Management product, wherein Customer may manage the workflow and contact information of potential residents and leads online. Customer is responsible for:
2.2 Training. Once reasonably and adequately trained on the use of the Lead Management product, Customer is solely responsible to train any of the employees that will use the Software and Services.
2.3 Limitations. Customer agrees not to use the Software, the Administrative System, any Content from Entrata or any information learned from any of the foregoing for any purpose other than those specifically contemplated herein. d. Compliance with Laws and Regulations. Customer shall comply with all applicable Laws and Regulations in connection with, or affecting, the use of the Software and Services. Customer will not use the Services or Software to engage in any activity, directly or indirectly, that is illegal or fraudulent.
2.4 Prohibited Actions. Customer shall be solely responsible for its actions and the actions of its employees while using the Lead Management product, Software and Services. Customer agrees to abide by all local, state, and national laws and regulations applicable to Customer's use of the Services, including without limitation all laws regarding fair housing and anti-discrimination laws in the United States. Customer agrees to familiarize itself and comply with amendments to local, state and national laws and regulations related to the use of the Services. It is Customer's sole responsibility to understand and comply with all laws related to Customer's use of the Services. Customer acknowledges and agrees that Entrata does not endorse Customer Content that is created by Customer through use of the Service.
2.5 Authorization. Customer agrees that it will only use the Services to provide and facilitate managing the information regarding potential residents and leads, and for no other purpose.
3.1 Installation; Training. Following and subject to receipt of the Setup Fees, Entrata will train Customer and provide technical assistance regarding implementing and using the Software and Services. It is anticipated the initial training should take three (3) hours per Property.
3.2 Reporting. Entrata will provide reporting metrics tracking and display in the agent dashboard, including reporting tools for property performance metrics for each leasing agent, and a means wherein the property managers may track the performance of each agent and office.
3.3 Maintenance. Entrata will take commercially reasonable steps to install and maintain the Software, including any required maintenance fixes, patches, work-around solutions, and new versions of the Software.
Entrata does not warrant or make any representations concerning the accuracy, likely results, or reliability of the Lead Management Software or Services. Lead Management is subject to errors, data loss, and bugs. In no event shall Entrata be liable for any damages (including, without limitation, damages for loss of leads, leases, data or profit due to business interruption, downtime, server disruption or other cause) arising out of or in connection with the use of, or inability to use, the Lead Management Software or Services.
(All customers licensed for Leasing Center must also be licensed for Call Tracker)
1.1 "Actual Handling Time" shall mean
1.2 "Applicable Law" means all federal, provincial, and local regulations that govern or affect any services provided in connection with this Agreement, including but not limited to those of the Canadian Radio-television and Telecommunications Commission, and the confidentiality and security requirements of applicable privacy law.
1.3 "Automated Call" shall mean an Inbound Call that is delivered to an electronic voice message rather than to a CSR as the means of providing Services as described in this Agreement.
1.4 "Contact(s)" shall mean a support incident, defined as a single in-coming support request via telephonic voice (a "Voice Contact"), fax or written or electronic correspondence (an "E-mail Contact") regarding any Product.
1.5 "CSR" shall mean an Entrata customer service representative that will function as a quasi-leasing agent for Customer.
1.6 "Automated Email" shall mean an electronic computer message delivered via the Internet that can notify a Resident that Entrata has received a Contact.
1.7 "Inbound Call" shall mean a call that has physically arrived to Entrata Interactive Voice Response Unit (an "IVR") or similar system by way of Customer's IVR or other mechanism for the purpose of providing Services as described in this Agreement.
1.8 "Leasing Center" shall mean the customer support and telemarketing product and Services provided by the Entrata CSR's.
1.9 "Maximum Hold Time" shall be measured from the time an Inbound Call is placed in a call group queue, prior to being physically delivered and answered by a CSR or an automated voice response unit (a "VRU").
1.10 "Opt-in Confirmation" means the positive confirmation of a Resident of Customer that such individual is willing to receive the type of communications (including, but not limited to, phone, email or SMS) delivered through the Software and Services.
1.11 "Outbound Call" shall mean a call made by a CSR to Resident on behalf of Customer.
1.12 "Resident" means a person who resides or will reside at one of Customer's Properties. These may be actual or prospective apartment Residents, commercial real estate tenants, renters of storage space or other users as mutually agreed upon by the parties.
Entrata will provide Customer inbound support, teleservices, telemarketing, and lead-to-lease conversions for Customer's Residents that use the site and/or the toll-free-number(s) to make property related calls and online chats. During the Term of this Agreement, Entrata may, at the option of Customer, provide outbound telemarketing Services to Customer's Resident on terms and conditions to be agreed upon in good faith by the parties (at additional costs).
3.1 Customer Information. Customer agrees to provide Entrata with sufficient copies of the property information and related materials, including, but not limited to, documentation, photos, addresses, amenity descriptions, and other information as reasonably necessary to provide the Services. Customer shall only be obligated to supply one copy of any documentation or other such written materials relating to any such information, and Entrata may make such number of copies (and only such number of copies) of such materials as are necessary for it to provide Services. Customer must elect the tiered hour structure in which the CSRs will take the Resident calls.
3.2 Training Materials. Customer will provide, at minimum, one copy of the necessary training materials to Entrata on all aspects of the properties contemplated for the Services to be rendered to Customer, at no charge to Entrata. Entrata's trainers will provide training for the CSRs, unless otherwise agreed to in writing by the parties. Training will be based on the documentation provided by Customer for all aspects of the properties which are unique or specific to Customer and all updates, upgrades and revisions thereto required to provide the Services. Entrata agrees to only use the documentation and training materials for training and support purposes.
3.3 Customer Contact. Customer will provide the contact information for the Property representative, whom will receive the email notifications referenced in paragraph 5.1 (a) below.
3.4 Representations. For Outbound Telemarketing Services. In the event that Customer requests the provision of outbound telemarketing services from Entrata, Customer warrants to the best of its knowledge with respect to all such Outbound Calls or Automated Emails processed by Entrata on behalf of Customer that Customer has:
If and when Customer receives notice that any Resident's authorization to be contacted has been revoked, Customer shall promptly provide such notice to Entrata so it may cease any Outbound Calls to such Resident. Customer agrees to indemnify, and hold Entrata harmless for any and all legal claims, civil claims, fines, judgments, and penalties that arise from or relate to any causes of action arising from Customer’s failure to comply with the representations and warranties set forth in this section.
4.1 Provide Services. Entrata will provide the Services agreed upon by Entrata and Customer for those Residents who access the Leasing Center through the site, the toll-free number(s) and online chat. Entrata will provide the Services as set out in this Agreement including, without limitation, the following:
4.2 Training. Entrata agrees to provide standard support training to its employees at the Leasing Center facility, which shall include (at a minimum) training on the standard types of property information and other matters required to provide quality Service to the Residents / leads that call in. Customer shall have the right to review and approve the level of proficiency to which the CSRs are to be trained by Entrata to facilitate the performance of quality Services, which approval shall not be unreasonably withheld. Except in an emergency and upon consultation with Customer, Entrata shall not assign CSRs to provide Services hereunder unless they have received adequate training as approved by Customer and otherwise meet the requirements applicable to CSR's.
4.3 Hours of Operation. Entrata will provide the option of inbound tele-services 365 days per year, 24 hours a day commencing on the tele-services launch date. Customer's required hours of operation are detailed on the Statement of Work or any attachment hereto.
4.4 Escalation Procedure. Customer recognizes that there may be instances where Entrata will not be able to resolve a Customer Contact without Customer's assistance. Promptly following the execution of this Agreement, both parties will mutually agree to an escalation procedure for resolving support problems that require Customer's technical personnel and/or a Customer third party vendor. Customer agrees to provide necessary and timely resources to Entrata to enable Entrata to resolve escalated problems in a timely manner. Examples of such resources include documentation, knowledgebase, escalation process, hardware, software and support technicians.
4.5 Comparable Data. Customer agrees that this product and service is contingent upon Entrata accessing and using competitive data comparisons of similarly situated companies, and that any property and/or resident information supplied to Entrata by Customer, related to this Product and Service offering (the "Comparable Data"), may be used by Entrata, in a non-identifiable manner, and in the aggregate, to provide services relevant to the rental of properties, and for the purpose of leasing or managing residential or commercial real estate and to otherwise improve or enhance Entrata's products. Customer hereby grants to Entrata and its affiliates a non-exclusive, worldwide, irrevocable, perpetual, royalty free, assignable license to access, use, copy, develop derivative works from, modify, and/or enhance the Comparable Data for such purposes.
4.6 Safeguard of Data. Entrata agrees that all data and information obtained from Customer shall be Customer's property and shall be safeguarded using commercially reasonable methods; however, Entrata may use such Customer information, in anonymized and aggregate form, to provide comparable data analysis in furthering the functionality of the Revenue Management product and service.
5.1 General. Entrata does not warrant or make any representations concerning the accuracy, likely results, or reliability of the Leasing Center Services. Leasing Center is subject to errors, data loss, and bugs. In no event shall Entrata be liable for any damages (including, without limitation, damages for loss of recordings, data or profit due to business interruption, downtime, server disruption or other cause) arising out of or in connection with the use of, or inability to use, the Leasing Center Services.
5.2 Recordings. Entrata may (due to downtime, server disruption, or any other unforeseen occurrence) lose voicemails, pre-recorded messages and other recordings related to or used in connection with the Leasing Center services. Entrata's sole responsibility shall be to maintain these recordings utilizing industry standards. Entrata bears no responsibility for the loss of any such items and it is Customer's responsibility to keep accurate backups of all important messages.
6.1 Program description: Entrata will be processing property related calls from Customer's Residents / leads requiring a highly qualified customer service workforce to accept calls and answer general property-related questions.
6.2 Call objective: To service Residents / leads who are already residing at the property or are contemplating residing at the property.
6.3 Training of CSRs: Customer may provide input on what language they want the CSRs to use and the call flows that CSRs will follow, that fit Customer's needs. CSR training will be 5-10 working days. All CSRs utilized for inbound teleservices will act as quasi-dedicated Customer leasing agents. The CSRs will answer general property questions, including but not limited to:
6.4 Quality assurance: Customer may monitor recorded CSR Contact calls on the Entrata Administrative System interface, at Customer's convenience. Entrata will maintain a CSR/supervisor ratio of 10 to 1 for this program during the initial stages of implementation. Entrata will monitor at least 10 calls per CSR per month. Entrata will record all calls in accordance with applicable law and Customer is responsible for complying with any requirements pertaining to Customer with regard to such recordings. . Entrata may also survey Residents / leads via outbound telephone survey and by email, if Customer so requests (fees may be increased). Entrata will provide regular recorded monitoring on at least three calls per CSR per week. Entrata will grade the first three completed calls for each CSR using a QA monitoring rubric. If Customer so requests, Entrata agrees to provide a monthly QA report documenting the CSR QA scores and coaching notes.
6.5 IVR /VRU capability: If feasible, Entrata and Customer may plan to jointly develop the front end IVR /VRU prompter capability that is sufficient to capture and screen calls which meet Customer's needs. Entrata may provide this capability solely, should Customer wish to have Entrata handle this responsibility.
6.6 Other requirements: Entrata will maintain a reliable computer network interconnected to a server on site.
6.7 Service reports: Entrata will provide historical reports for the teleservices and program statistics including the number of Inbound Calls answered, abandoned and percentage of calls answered within sixty (60) seconds, historical CSR training reports, and monitoring reports for the Services.
7.1 Service Levels: Entrata will assume responsibility for managing service levels.
7.2 Calls: The agreed upon target is at least 80% of all calls will be answered within sixty (60) seconds.
7.3 Call length: The parties mutually anticipate an Average Actual Handling ("AAHT") of seven (7) minutes per call. If the average exceeds such number of minutes for any monthly billing period, Entrata may notify Customer and cooperate with Customer in adopting measures reasonably calculated to reduce such average without requiring material additional expenses to be incurred by Entrata.
7.4 Abandon rate: Entrata agrees that the abandon rate shall not exceed 3% of total Inbound Calls, measured daily. So long as Customer dictates the number of agents to be on duty handling incoming customer calls, Customer will assume responsibility for managing to this service level.
8.1 Emails: During the Term of the Services Entrata may develop email support in which it will manage staffing levels such that 100% of the email Contacts referred by Customer will be answered within 24 hours of Entrata's receipt.
8.2 E-mail response can be defined in three ways:
8.3 Chats: During the Term of the Services Entrata may develop chat support in which it will manage staffing levels such that 100% of Customer chats will be answered by a Leasing Center CSR.
(Use of LeaseExecution requires a license for ResidentPortal)
1.1 "Addenda" means a supplement or appendix to a Lease.
1.2 "Content" means any text, data, language, information, documents, and all that is contained or dealt with in a Lease.
1.3 "Email" means an electronic computer message delivered via the Internet that can be composed by Customer and distributed through the Services to individual Recipients or groups of Recipients composed of individuals meeting qualifications selected by Customer.
1.4 "Lease" means a contract granting use or occupation of property during a specified period in exchange for a specified rent.
1.5 "Merged Data" means factual information that is digitally transmitted into a Merge Field.
1.6 "Merge Field" means an entry that is used to identify which category of data source information will be printed or posted in its location.
1.7 "Resident" means a person who resides or will reside at one of Customer's Properties. These may be actual or prospective apartment Residents, commercial real estate tenants, renters of storage space or other users as mutually agreed upon by the parties.
1.8 "Administrative System" means the administrative website system to which Customer is given a login and password that allows Customer to perform administrative functions in connection with the Software as more fully described herein.
1.9 "Services" with respect to LeaseExecution means the intangible online leasing products described in this section of the Terms and Conditions, as well as the procedures, protocols and Software to be provided by Entrata to Customer to enable the legal online execution of Customer's Leases.
The Software and Services will allow for the applicants, Residents, and Customer to legally sign and execute their Lease in a paperless, online transaction. Customer's applicants and Residents may use a computer to access the LeaseExecution Software via the internet or by using Entrata's ProspectPortal or ResidentPortal for the number of Properties, at the rates, and subject to the fees stated in the Statement of Work. Entrata will provide the Software and Services to facilitate the simplification of the online application and leasing process for potential Residents and Customer by capturing applicant information and allowing the online execution of the Lease. The Software will integrate with many property management software products. The Lease may be configured with Merge Fields to allow applicant and property information to be dynamically merged into the Lease. Customer will have control over how the Lease form fields populate. Email notifications can be configured and automatically sent to both the applicants and property managers.
3.1 Administrative System. Customer will be given a login and password that allows Customer to access the LeaseExecution product, wherein Customer's Residents or potential Residents may fill out an application to lease, and then read, sign, and execute a Lease and the corresponding Addenda online.
3.2 Limitations. Customer agrees not to use the Software, the Administrative System, any Content from Entrata or any information learned from any of the foregoing for any purpose other than those specifically contemplated herein.
3.3 Compliance with Laws and Regulations. Customer shall comply with all applicable Laws and Regulations in connection with, or affecting, the use of the Software and Services. Customer will not use the Services or Software to engage in any activity, directly or indirectly, that is illegal or fraudulent.
3.4 Prohibited Actions. Customer shall be solely responsible for its actions and the actions of its Residents while using the LeaseExecution product Software and Services. Customer agrees to abide by all local, provincial, national, and international laws and regulations applicable to Customer's use of the Services, including without limitation all laws regarding the legality of electronically executed legal documents in Canada through the Services. Customer agrees to familiarize itself and comply with amendments to local, provincial and national laws and regulations related to the use of the Services. It is Customer's sole responsibility to understand and comply with all laws related to Customer's use of the Services. Customer acknowledges and agrees that Entrata neither endorses the Content nor gives assurances of the enforceability or legality of any Customer Lease that is used.
3.5 Indemnification. Customer agrees to indemnify, and hold Entrata harmless for any and all legal claims, civil claims, fines, judgments or penalties that arise from or relate to any causes of action arising from Customer's use of the Services.
3.6 Comparable Data. Customer agrees that this product and service is contingent upon Entrata accessing and using competitive data comparisons of similarly situated companies, and that any property and/or resident information supplied to Entrata by Customer related to this Product and Service offering (collectively "Comparable Data"), may be used by Entrata, in a non-identifiable manner, and in the aggregate, to provide services relevant to the rental of properties, and for the purpose of leasing or managing residential or commercial real estate, and to otherwise improve or enhance Entrata's products. Customer hereby grants to Entrata and its affiliates a non-exclusive, worldwide, irrevocable, perpetual, royalty free, assignable license to access, use, copy, develop derivative works from, modify, and/or enhance the Comparable Data for such purposes.
3.7 Safeguard of Data. Entrata agrees that all data and information obtained from Customer shall be Customer's property and shall be safeguarded under commercially reasonable methods; however, Entrata may use such Customer information to provide comparable data analysis in furthering the functionality of the Revenue Management product and service.
3.8 Authorization. Customer agrees that it will only use the Services to provide online application and leasing services, and for no other purpose.
3.9 Uploading a Lease Package. Customer is responsible for submitting Lease documents and all applicable addenda in .docx file format which may take up to three hours per Lease. Customer may request revisions be made to its Leases. Up to two submissions shall be allowed for revisions. Customer understands that these revisions may take up to one hour per document review. Customer must log into the Administrative System and upload the Lease and applicable Addenda. LeaseExecution will allow Customer to use any available Word document (.docx). Before uploading the Lease package, Customer will need to create merge fields for all of the Lease entries. After the Lease package is uploaded and saved, the fields that have been entered will automatically populate when Customer sends the Lease package to an applicant.
3.10 Approval of Merged Data. Customer is required to acknowledge that it has reviewed all Merged Data into each Merge Field, each time a Lease is generated. Bugs, mistakes, updates, and outages by Entrata may result in Merged Data being generated and pre-populated incorrectly. Customer must agree and acknowledge that if Customer has failed to review and edit the Merged Data into the Merge Fields this may create a risk of mistake, error, and liability and that Customer has been informed of this fact and expressly agrees to assume the risk of this occurring. Customer agrees to release and indemnify Entrata, and its officers, agents and employees from any liability as the result of any omission on Customer's part to review the Merged Fields, and any resulting damages or claims which may arise. Customer understands that this waiver shall be effective even if the loss, damage, or injury is a result of negligence on the part of Entrata.
3.11 Supported Merge Fields. Entrata will provide Customer with a list of Merge Fields that will be supported by Entrata. Customer may use additional Merge Fields that are not on the list provided by Entrata, but these custom fields will require manual data entry by Customer each time a Lease is generated.
3.12 Approval of the Lease Language. Customer must acknowledge that it has reviewed the generated Lease that has been signed by the applicant. Customer must agree and acknowledge that if it failed to review the Lease before someone with the authority to sign on behalf of Customer executes the Lease, this may create a risk of mistake, error, and liability and Customer has been informed of this fact and expressly agrees to assume the risk of this occurring. Customer agrees to release and indemnify Entrata, and its officers, agents and employees from any liability as the result of any omission on Customer's part to review the Lease and any resulting damages or claims which may arise. Customer understands that this waiver shall be effective even if the loss, damage, or injury is a result of negligence on the part of Entrata. Customer acknowledges that using LeaseExecution in no way constitutes a legal opinion that the language of the Lease Customer is using is free from provisions that may be illegal or unenforceable under state law, and that Customer is advised to have an attorney review the Lease forms and Addenda they utilize. Customer agrees that Entrata is not liable for any misuse of the Lease forms or Addenda by any third parties. Customer agrees that Entrata may use this release language to defend or mitigate any liability that may arise for any claims or causes of action based in whole or in part upon the use of LeaseExecution.
3.13 Executing the Lease. An applicant will be able to click a link in an email notification to take him/her to a screen where he/she can log in with the credentials created in the application process, and review and initial each page of the Lease. An applicant signs the Lease by typing his/her full name in the appropriate field. Once the applicant clicks Submit, the Lease is sent to Customer to be signed. After Customer signs the Lease, a complete and executed copy will be made available to Customer and the applicant to print for their records. An email notification will also be provided to notify Customer that a Lease has been signed.
4.1 General. Entrata does not warrant or make any representations or warranties concerning the accuracy, likely results, or reliability of the LeaseExecution Software or Services. LeaseExecution is subject to errors, data loss, and bugs. In no event shall Entrata be liable for any damages (including, without limitation, damages for loss of Leases, data or profit due to business interruption, downtime, server disruption or other cause) arising out of or in connection with the use of, or inability to use, the LeaseExecution Software or Services.
4.2 No Legal Opinion. Customer's use of LeaseExecution and the Lease documents it chooses to use in no way constitutes a legal opinion that the language of the Lease documents are free from provisions that may be illegal or unenforceable under applicable law. Customer must exercise its independent judgment whether to use the Lease documents and must receive independent legal advice about the use of the same. Entrata does not warrant that any management or operational policies and procedures employed by the end user or apartment property owner are legal or enforceable.
(Use of LeaseExecution Lite requires a license for ResidentPortal)
1.1 "Addendum" means a supplement or appendix to a Lease.
1.2 "Content" means any text, data, language, information, documents, and all that is contained or dealt with in a Lease.
1.3 "Email" means an electronic computer message delivered via the Internet that can be composed by Customer and distributed through the Services to individual Recipients or groups of Recipients composed of individuals meeting qualifications selected by Customer.
1.4 "Lease" means a contract granting use or occupation of property during a specified period in exchange for a specified rent.
1.5 "Resident" means a person who resides or will reside at one of Customer's Properties. These may be actual or prospective apartment Residents, commercial real estate tenants, renters of storage space or other users as mutually agreed upon by the parties.
1.6 "Entrata" means the administrative website system to which Customer is given a login and password that allows Customer to perform administrative functions in connection with the Software as more fully described herein.
1.7 "Services" with respect to LeaseExecution Lite means the intangible online leasing products described in this section of the Terms and Conditions, as well as the procedures, protocols and Software to be provided by Entrata to Customer to enable the legal online execution of Customer's Leases.
The Software and Services will allow for the applicants, Residents, and Customer to legally sign and execute their Lease in a paperless, online transaction. Customer's applicants and Residents may use a computer to access the LeaseExecution Lite. Software via the internet or any of the Entrata portals for the number of Properties, at the rates, and subject to the fees stated in the Statement of Work. Entrata will provide the Software and Services to facilitate the simplification of the online application and leasing process for potential Residents and Customer by allowing the online execution of the Lease. The Software will integrate with many property management software products. The Lease may be uploaded to Customer's Entrata account to allow Customer to electronically send the Lease to an applicant to sign it electronically. Email notifications can be configured and automatically sent to both the applicants and property managers.
3.1 Administrative System. Customer will be given a login and password that allows Customer to access the LeaseExecution Lite product, wherein Customer's Residents or potential Residents may fill out an application to lease, and then read, sign, and execute a Lease and the corresponding Addendum online.
3.2 Limitations. Customer agrees not to use the Software, the Administrative System, any Content from Entrata or any information learned from any of the foregoing for any purpose other than those specifically contemplated herein.
3.3 Compliance with Laws and Regulations. Customer shall comply with all applicable Laws and Regulations in connection with, or affecting, the use of the Software and Services. Customer will not use the Services or Software to engage in any activity, directly or indirectly, that is illegal or fraudulent.
3.4 Prohibited Actions. Customer shall be solely responsible for its actions and the actions of its Employees while using the LeaseExecution Lite product Software and Services. Customer agrees to abide by all local, provincial, federal, and international laws and regulations applicable to Customer's use of the Services, including without limitation all laws regarding the legality of electronically executed legal documents in Canada through the Services. Customer agrees to familiarize itself and comply with amendments to local, provincial and federal laws and regulations related to the use of the Services. It is Customer's sole responsibility to understand and comply with all laws related to Customer's use of the Services. Customer acknowledges and agrees that Entrata neither endorses the Content nor gives assurances of the enforceability or legality of any Customer Lease that is used.
3.5 Indemnification. Customer agrees to indemnify, and hold Entrata harmless for any and all legal claims, civil claims, fines, judgments or penalties that arise from or relate to any causes of actions arising from Customer's use of the Services.
3.6 Comparable Data. Customer agrees that this product and service is contingent upon Entrata accessing and using competitive data comparisons of similarly situated companies, and that any property and/or resident information supplied to Entrata by Customer, related to this Product and Service offering ( collectively "Comparable Data"), may be used by Entrata, in a non-identifiable manner, and in the aggregate, to provide services relevant to the rental of properties, and for the purpose of leasing or managing residential or commercial real estate, and to otherwise improve or enhance Entrata's products. Customer hereby grants to Entrata and its affiliates a non-exclusive, worldwide, irrevocable, perpetual, royalty free, assignable license to access, use, copy, develop derivative works from, modify, and/or enhance the Comparable Data for such purposes.
3.7 Safeguard of Data. Entrata agrees that all data and information obtained from Customer shall be Customer's property and shall be safeguarded using commercially reasonable methods; however, Entrata may use such Customer information, in anonymized and aggregate form, to provide comparable data analysis in furthering the functionality of the Revenue Management product and service.
3.8 Authorization. Customer agrees that it will only use the Services to provide online application and leasing services, and for no other purpose.
3.9 Uploading a Lease Package. Customer is responsible for submitting Lease documents and all applicable Addenda in an acceptable file format which may take up to three hours per Lease. Customer must log into Entrata and upload the Lease and applicable Addendum. LeaseExecution Lite will allow Customer to use .DOCX and .PDF documents, so long as the .PDF documents comply with the software requirements. After the Lease package is uploaded and saved, Customer will then be able to send the Lease to an applicant for electronic signature.
3.10 Approval of the Lease Language. Customer must acknowledge that it has reviewed the generated Lease that has been signed by the applicant. Customer must agree and acknowledge that if it failed to review the Lease before someone with the authority to sign on behalf of Customer executes the Lease, this may create a risk of mistake, error, and liability, and Customer has been informed of this fact and expressly agrees to assume the risk of this occurring. Customer agrees to release and indemnify Entrata, and its officers, agents and employees from any liability as the result of any omission on Customer's part to review the Lease and any resulting damages or claims which may arise. Customer understands that this waiver shall be effective even if the loss, damage, or injury is a result of negligence on the part of Entrata. Customer acknowledges that using LeaseExecution Lite in no way constitutes a legal opinion that the language of the Lease Customer is using is free from provisions that may be illegal or unenforceable under applicable law, and that Customer is advised to have an attorney or lawyer review the Lease forms and Addendum it utilizes. Customer agrees that Entrata is not liable for any misuse of the Lease forms or Addendum by any third parties. Customer agrees that Entrata may use this release language to defend or mitigate any liability that may arise for any claims or causes of action based in whole or in part upon the use of LeaseExecution Lite.
3.11 Executing the Lease. An applicant will be able to click a link in an email notification to take him/her to a screen where he/she can log in with the credentials created in the application process, and review and initial each page of the Lease. An applicant signs the Lease by typing his/her full name in the appropriate field. Once the applicant clicks Submit, the Lease is sent to Customer to be signed. After Customer signs the Lease, a complete and executed copy will be made available to Customer and the applicant to print for their records. An email notification will also be provided to notify Customer that a Lease has been signed.
4.1 General. Entrata does not warrant or make any representationsconcerning the accuracy, likely results, or reliability of the LeaseExecution Lite Software or Services. LeaseExecution Lite is subject to errors, data loss, and bugs. In no event shall Entrata be liable for any damages (including, without limitation, damages for loss of Leases, data or profit due to business interruption, downtime, server disruption or other cause) arising out of or in connection with the use of, or inability to use, the LeaseExecution Lite Software or Services.
4.2 No Legal Opinion. Customer's use of LeaseExecution Lite and the Lease documents it chooses to use in no way constitutes a legal opinion that the language of the Lease documents are free from provisions that may be illegal or unenforceable under applicable law. Customer must exercise its independent judgment whether to use the Lease documents and must receive independent legal advice about the use of the same. Entrata does not warrant that any management or operational policies and procedures employed by the end user or apartment property owner are legal or enforceable.
Customer may use the Lobby Display product for a dynamic non-interactive means to display information that is pertinent to Customer's residents. The items that may be displayed include but are not limited to the property contact information, maintenance contact information, packages or other items to be picked up by the resident designated by unit number, weather information, a news headline feed, and upcoming property events or announcements.
2.1 Limitations. Customer agrees not to use the Software and any Content from Entrata or any information learned from any of the foregoing for any purpose other than those specifically contemplated herein.
2.2 Technical Specifications. Customer agrees to abide by the technical specifications that Entrata will provide to them.
2.3 Required Hardware. Customer agrees that they are required to independently purchase the hardware needed to facilitate the Lobby Display's functionality including but not limited to, a computer, a screen for displaying the information, an internet connection, a video connection between the screen and the computer, and any needed cables and wires. Entrata recommends Customer purchase a web-enabled television.
2.4 Entering Information. Customer agrees that they are required to manually enter the information that will be displayed for any property announcements, events, and any packages to be picked up by the residents.
2.5 Setup and Implementation Responsibilities and Statement of Work. Entrata will be responsible for performing its setup and implementation responsibilities, including those relating to Website creation, as described herein. It is estimated that the initial Website creation, the setup and implementation will require approximately six (6) weeks, starting on the date the Agreement is signed by Entrata. This time period is not guaranteed, and may change due to delays by Customer, extensions or changes in design requirements by Customer, disruptions in the development process, or other factors. Entrata will notify customer of the Go Live Date when such date is certain. Customer shall be responsible for providing property content including the submission of a Property Details Questionnaire, Property Photos, Floor Plan Details and Images, Property Logo or other images. Customer acknowledges that this may take approximately 2-3 hours per property to gather and send. Customer must also submit to Entrata the desired domain name to be purchased or directed toward our servers (ProspectPortal Only).
3.1 Access. Entrata shall provide Customer with access to the Lobby Display Software, which (provided Customer has a current license for Parcel Alert) will enable the dynamic content to be displayed to the residents for the number of Properties and at the rates set forth below.
3.2 Support. Entrata will provide the necessary documentation to Customer to allow Customer to set up the Lobby Display. Entrata will provide phone support to troubleshoot any problems with the Product.
4.1 General. Entrata does not warrant or make any representations concerning the accuracy, likely results, or reliability of the Lobby Display Software or Services. Lobby Display is subject to errors, and bugs. In no event shall Entrata be liable for any damages arising out of or in connection with the use of, or inability to use, the Lobby Display Software or Services.
4.2 Display Content. Entrata does not warrant or guarantee the upload time and functionality of any of the content that may be displayed from a third party. The content for the news source and headlines will be generated from a source of Customer's choosing, and Entrata shall not be liable for any damages or causes of action that may arise from the content that is disseminated from any third party.
4.3 Screen Size. Entrata does not warrant or guarantee the accuracy or clarity of any content displayed on a screen that is smaller than 30 inches or larger than 42 inches.
1.1 "Call Service Provider" means a third-party service provider that will receive computerized requests from Entrata (which requests will contain the phone numbers of intended Recipients chosen by Customer and the Voice Message prepared by Customer and intended to be transmitted to such Recipients), and upon receipt of such computerized requests, will place calls to the specified phone numbers and upon answer, will deliver the Voice Message.
1.2 "Email" means an electronic computer message delivered via the Internet that can be composed by Customer and distributed through the Services to individual Recipients or groups of Recipients composed of individuals meeting qualifications selected by Customer.
1.3 "Keyword(s)" means a descriptive word or words that identify Customer or relate to specific offers or promotions of Customer. When a resident or potential resident of Customer sends an SMS containing the Keyword selected by Customer to the Shortcode, the Software will allow Customer to view and respond, through the Administrative System, to all individuals who sent such and SMS.
1.4 "Opt-in Confirmation" means the positive confirmation of a prospective, current or former resident of Customer that such individual is willing to receive the type of communications delivered through the Software and Services.
1.5 "Recipient" means one of Customer's residents, prospective residents, or former residents that has completed an Opt-in Confirmation.
1.6 "Short Code" means the abbreviated phone number to which residents or potential residents of Customer will text Customer's Key Word in order to receive more information from Customer regarding Customer's advertising or offer that publicized the Keyword and the "text to" number.
1.7 "SMS Aggregator" means a third party mobile network provider.
1.8 "SMS" means the short message service component of the global system for mobile communications that uses standardized communications protocols to allow the exchange of short text messages between mobile phone devices.
1.9 "SMS Message Fees" means the fees charged by an SMS Aggregator to transmit and receive any SMS message to or from each SMS recipient.
1.10 "SMS System" means a system that uses the Software and Customer's computers to manually or automatically transmit SMS messages to one or more Recipients.
1.11 "Voice Message" means a pre-recorded or computer generated .Wav file that can be composed through use of the Software and then transmitted to Recipients through the Software by using the Administrative System to direct the Software to place simultaneous or individual telephone calls to Recipients.
1.12 ".Wav File" means a computer audio file that may contain either a computer generated voice, a recorded human voice or a combination of both.
Customer may use Customer's Computers to access and use the Message Center Software via the internet for the number of Properties, at the rates, and subject to the fees stated in the Statement of Work.
3.1 "Administrative System." Customer will be given a login and password that allows Customer to send alerts and notifications, including but not limited to, Opt-in Confirmations, rent reminders, maintenance requests, completion notifications, availability alerts, property info requests, and property notifications, to residents or potential residents through the individual or mass delivery of SMSs, Voice Messages, and/or Emails.
3.2 "Prohibited Content." Customer agrees not to send SMS messages, Emails or Voice Messages containing content that is false, inaccurate, misleading, unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, harmful to minors, hateful, or racially ethnically, or otherwise objectionable. Customer additionally agrees not to send unsolicited SMS messages, Emails or Voicemails; messages referring to alcohol, tobacco or drugs, or that contain content or keywords that infringe on patents, trademarks, or others intellectual property.
3.3 "Prohibited Actions." Customer shall be solely responsible for its actions and the actions of its Users while using the Message Center Software and Services and for the contents of its transmissions through the Message Center Services. Customer agrees:
Customer acknowledges that the laws governing the use of the Services are amended from time to time. Customer agrees to familiarize itself and comply with amendments to provincial and federal laws and regulations related to the use of the Services. It is Customer's sole responsibility to understand and comply with all laws related to Customer's use of the Services. Customer acknowledges and agrees that Entrata neither endorses the contents of any Customer communications nor assumes any responsibility for any threatening, libelous, obscene, harassing or offensive material contained therein, any infringement of third-party intellectual property rights arising therefrom or any crime or violation facilitated thereby. Entrata may refuse to transmit any communications if, in Entrata reasonable discretion, such communication violates the terms hereof.
3.4 Authorization. Customer agrees that it will only use the Services to send communications to Recipients who have agreed to receive such communications by completing an Opt-in Confirmation (a copy of which will be retained by Customer for 6 months following the termination of this Agreement). Auto enrolling potential recipients without permission is strictly forbidden and will result in the immediate termination or suspension of the Services.
3.5 Processing Opt-Out by Recipients. The Software will allow Customer to review Recipients who have opted out of the communications from Customer ("Opt-Out Report"). Customer is responsible for review the Opt-Out Report on a regular basis, to be determined by Customer, but sufficient to ensure that any opt-outs received by Entrata are properly communicated to any of Customer's vendors that may provide similar services as described herein. Customer agrees and acknowledges that if Customer has failed to review the Opt-Out Report, this may create a risk of mistake, error, and liability that a Recipient may continue to be contacted after opting out of communications from Customer. Customer has been informed of this fact and expressly agrees to assume the risk of this occurring. Customer agrees to release and to indemnify Entrata, and its officers, agents and employees from any liability as the result of any omission on Customer's part, to review the Opt-Out Report, and any resulting damages or claims which may arise.
3.6 Key Word Reservation. Customer agrees to only reserve keywords that are relevant to the rental of properties, and will only use the SMS System for the purpose of leasing or managing residential or commercial real estate. Customer understands that Keywords are available on a first-come, first-serve basis. Customer will confirm the availability of desired keywords prior to executing the Statement of Work.
4.1 Transmission of SMS Messages. Subject to the limitations set forth herein, Entrata will maintain the SMS System in a manner so as to allow Customer to transmit SMS messages to one or more SMS Aggregators during all times when the Software is normally available.
4.2 Transmission of Voice Messages. The Software and Services will allow Customer to use standard commercially available software, not included as part of the Software, which software must be setup pursuant to specific instructions provided by Entrata, to record and create .Wav files that will be transmitted as Voice Messages to Recipients through the Services and the Call Service Provider. Entrata does not guarantee that Voice Messages will be delivered immediately and accepts no responsibility for any mis-delivered or undelivered Voice Messages resulting from the failure of the Call Service Provider.
4.3 Transmission of Emails. The Software will allow Customer to transmit Email blasts to all or groups of Recipients, which groups can be selected by Customer based on certain criteria such residents who are delinquent in the payment of rent, or residents of certain buildings, etc. All emails must contain "opt out" instructions, and Customer agrees to not use the Software or Services to send any additional email to any Recipient that has "opted out."
4.4 Key Word Reservation. Entrata agrees to reserve up to three keywords per Property, per month for the Term of the Agreement.
4.5 Server Disruption and Inaccurate Messages. Entrata may, from time to time, experience server disruptions or outages that prevent or delay SMS Messages, Voice Messages, and Emails from being sent and received. Such disruptions may also result in duplicate or undesired messages being sent. Upon the occurrence of any of the foregoing problems, Entrata's sole responsibility shall be to re-send any undelivered messages or correct any messages that contained mistaken or undesired content. Subject to the foregoing, Entrata shall have no other responsibility for, and bears no liability with respect to inaccurate or undesired messages sent through the Software.
4.6 Responsibility for SMS Aggregators. Entrata makes no representations or warranties with respect to the reliability, availability, or coverage of any SMS Aggregator. SMS Aggregators may, from time to time, experience outages or system malfunctions that prevent or delay text messages from being sent and received. Such disruptions may also result in duplicate or undesired messages being sent for which Entrata bears no responsibility. Customer acknowledges that, depending on the recipient's mobile provider service, it may not be possible to transmit the SMS message to the recipient successfully.
Customer may use the Parcel Alert product as a way to notify residents when a package or other deliverable item has been left with the property. The property staff may alert the residents that a package or deliverable item is ready for pickup by using the Software to notify the resident through a lobby display, email, text or SMS message, or through a ResidentPortal announcement.
2.1 Limitations. Customer agrees not to use the Software and any Content from Entrata or any information learned from any of the foregoing for any purpose other than those specifically contemplated herein.
2.2 Email. Customer agrees that it must obtain the email addresses and permission from its residents to send email notifications to the residents if there is a package or other deliverable item that needs to be picked up. Customer also agrees that all emails must contain "opt out" instructions and otherwise comply with all requirements prescribed by applicable law, and Customer agrees to not use the Software or Services to send any additional email to any resident that has "opted out."
2.3 SMS Messages. Customer agrees that it must obtain the cell phone numbers and permission from its residents to send SMS notifications to the residents' cell phones if there is a package or other deliverable item that needs to be picked up. Customer agrees that it is its responsibility to advertise to its residents for this service, and that the residents must opt-in to ResidentPortal. Customer also agrees that in gaining permission to send SMS Messages, there must be "opt out" instructions for those residents who do not want to receive SMS notices, and Customer agrees to not use the Software or Services to send any additional SMS Message to any resident that has "opted out."
2.4 ResidentPortal. Customer agrees that its residents must be enrolled in ResidentPortal in order to use this means of notifying its residents.
2.5 Authorization. Customer agrees that it will only use the Services to send communications to residents who have agreed to receive such communications by completing an opt-in confirmation (a copy of which will be retained by Customer for 6 months following the termination of this Agreement). Auto enrolling potential recipients without permission is strictly forbidden and will result in the immediate discontinuation of the Services.
2.6 Administrative System. Customer will have access to a user management mechanism that will allow Customer to send alerts and notifications, for opt-in confirmations, and parcel pick-up notifications through the delivery of SMSs and Emails.
2.7 Prohibited Content. Customer agrees not to send SMS messages, Emails containing content that is false, inaccurate, misleading, unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, harmful to minors, hateful, or racially ethnically, or otherwise objectionable. Customer additionally agrees not to send unsolicited SMS messages, or Emails; referring to alcohol, tobacco or drugs, or that contain content or keywords that infringe on patents, trademarks, or others intellectual property.
2.8 Prohibited Actions. Customer shall be solely responsible for its actions and the actions of its Users while using the Software and Services and for the contents of its transmissions through the Services. Customer agrees:
Customer acknowledges that the laws governing the use of the Services are amended from time to time. Customer agrees to familiarize itself and comply with amendments to provincial and federal laws and regulations related to the use of the Services. It is Customer's sole responsibility to understand and comply with all laws related to Customer's use of the Services. Customer acknowledges and agrees that Entrata neither endorses the contents of any Customer communications nor assumes any responsibility for any threatening, libelous, obscene, harassing or offensive material contained therein, any infringement of third-party intellectual property rights arising therefrom or any crime or violation facilitated thereby. Entrata may refuse to transmit any communications if, in Entrata reasonable discretion, such communication violates the terms hereof.
3.1 Access. Entrata shall provide Customer with access to the Parcel Alert Software, which will allow Customer to notify its residents via Email, SMS Messages, Lobby Display, or ResidentPortal when a package or other deliverable item needs to be picked up.
3.2 Server Disruption and Inaccurate Messages. Entrata may, from time to time, experience server disruptions or outages that prevent or delay SMS Messages and Emails from being sent and received. Such disruptions may also result in duplicate or undesired messages being sent. Upon the occurrence of any of the foregoing problems, Entrata's sole responsibility shall be to re-send any undelivered messages or correct any messages that contained mistaken or undesired content. Subject to the foregoing, Entrata shall have no other responsibility for, and bears no liability with respect to inaccurate or undesired messages sent through the Software.
3.3 SMS Message Delivery. Entrata will provide a reasonable number of SMS deliveries, but may limit the number of messages to be sent per package or deliverable item pick-up to a total of three (3) messages.
3.4 Support. Entrata will provide the necessary documentation to Customer to allow Customer to set up the Parcel Alert. Entrata will provide phone support to troubleshoot any problems with the Product.
4.1 General. Entrata does not warrant or make any representations concerning the accuracy, likely results, or reliability of the Parcel Alert Software or Services. Parcel Alert is subject to errors, and bugs. In no event shall Entrata be liable for any damages arising out of or in connection with the use of, or inability to use, the Parcel Alert Software or Services.
4.2 Responsibility for SMS Aggregators. Entrata makes no representations or warranties with respect to the reliability, availability, or coverage of any third party mobile network provider ("SMS Aggregator"). SMS Aggregators may, from time to time, experience outages or system malfunctions that prevent or delay text messages from being sent and received. Such disruptions may also result in duplicate or undesired messages being sent for which Entrata bears no responsibility.
Entrata agrees to make available to Customer a representative specifically trained to support and train Customer on use of the Pricing Services (a "Pricing Services Specialist"). The Pricing Services include the following:
Entrata will evaluate the benefit to Customer and perform continuous monitoring and management of the Services to optimize availability and performance. The parties will periodically evaluate the effectiveness of the Pricing Services, and Customer may terminate the Pricing Services at any time if unsatisfied. Customer will be expected to assist in evaluations by providing the following expected contributions:
1.1 "Content" means any works of art, graphics, photographs, audio, video, text, ratings, reviews, data, information, documents, works of authorship, and other content for, on or submitted to a Website.
1.2 "Customer's Computers" means Computers in the possession and control of Customer or its agents.
1.3 "Customer Content" means any and all Content not provided or acquired by Entrata and any and all information, data, contracts, and forms available to Users from the Websites.
1.4 "Features" means Website features available through the Software including, but not limited to, online tours, 360 degree virtual tours, rate information, lease availability, driving directions, contact information, online applications, website editor/page creator, and email system with aliasing capability. Other Features depend on the number and combinations of Service modules activated and used.
1.5 "Go Live Date" means the date on which the Website will be functional and available for access by Users.
1.6 "Host Server" means the server computer owned, leased or controlled by Entrata (or its data center vendor) that is used to host the Websites for Licensee. The Host Server may be changed by Entrata. There may be more than one Host Server. The Host Server may be the same as the ASP Server.
1.7 "Services" with respect to the ProspectPortal and ResidentPortal products means all included website creation and related hosting and content provision services and related Software, as well as Software customization services as more fully described in the Statement of Work hereto.
1.8 "User" means a user of the Website(s) other than Customer. Users may be actual or prospective apartment residents, commercial real estate tenants, renters of storage space or other Users as mutually agreed upon by the parties.
1.9 "Website" means any website created by or for Customer with the use of any of the Software under the Agreement. There may be more than one Website, but not more than the number of websites required to service the number of units or Properties stated in the Statement of Work. A Website may be used by Customer for the management of apartment communities, commercial real estate, storage facilities or other uses as mutually agreed upon by the parties, or as set forth in the Statement of Work.
1.10 "Website Design Elements" means design elements, and objects that are created or provided by the Software (i.e., by any of the Software's design libraries).
Customer may use Customer's Computers to access and use the ProspectPortal and ResidentPortal Software via the Internet for the number of Properties, at the rates, and subject to the fees stated herein. The Software shall be resident on Entrata's ASP Server.
3.1 Hosting of Websites. The Websites created by Customer through the Services will be hosted by Entrata on the ASP and Host Server designated by Entrata, for access and use by Customer and its Users through the Internet and compatible web browsers.
3.2 Authorized Access. Customer and its Users may access and use the hosted Websites as described herein. However, Customer will not knowingly authorize or facilitate access or use by others to or of Entrata's Administrative System or the Software to assist in administering or modifying the content of the Websites.
3.3 Hosting Responsibilities. Entrata shall be responsible for the procurement, maintenance and operation of the ASP and Host Server and any software needed for the hosting of the Websites.
3.4 Means and Methods of Hosting. Subject to the Agreement, the hosting of Customer's Website hosting will be conducted and accomplished in accordance with Entrata's then-current means and methods for hosting of websites.
3.5 Access and Use. Access to and use of the Websites and Content by Customer and its Users will be governed by and subject to Entrata's then-current access and use policies and any terms of use, disclaimers, privacy notices, and other conditions posted or displayed by Entrata on or in connection with the Websites. If and to the extent that Entrata implements any passwords or log-in, or security procedures or measures for the Websites, Customer and its Users must cooperate there with and shall respect the then-current password, log-in, and security procedures and measures.
3.6 Administrative System. Customer will be given a login and password to the Administration system that allows Customer to administrate over a Website. Such administration activities include, but are not limited to, the ability to view information submitted by Users or to edit Website content. The Administrative System is intended and licensed for use by Customer, but not its Users.
3.7 Internet Access and Necessary Equipment. Customer and its Users are responsible, at their expense, for obtaining and using all Internet access, equipment, software (e.g., compatible web browser), and third party services needed by Customer and its Users for access to and use of the Websites.
3.8 Reliance on Software. The Software is needed not only for the creation of the Websites, but also for on-going use and maintenance of the Websites. If the ASP License terminates, then any right of Customer to the Software for this purpose will also terminate.
3.9 Access to Websites upon Termination. Upon termination of the Agreement or cancellation of the ProspectPortal and ResidentPortal Products, access to the Websites and Software shall cease.
4.1 Setup and Implementation Responsibilities and Statement of Work. Entrata will be responsible for performing its setup and implementation responsibilities, including those relating to Website creation, as described herein. It is estimated that the initial Website creation and the setup and implementation will require approximately six (6) weeks, starting on the date the Agreement is signed by Entrata. This time period is not guaranteed, and may change due to delays by Customer, extended or changed design requirements by Customer, disruptions in the development process, or other factors. Entrata will notify customer of the Go Live Date when such date is certain. Customer shall be responsible for providing property content including the submission of a Property Details Questionnaire, Property Photos, Floor Plan Details and Images, Property Logo or other images. Customer acknowledges that this may take approximately 2-3 hours per property to gather and send. Customer must also submit to Entrata the desired domain name to be purchased or directed toward our servers (ProspectPortal Only).
4.2 Content Provided by Entrata. If and to the extent that Entrata is to provide any Content (other than the Website Design Elements available to Customer through the Software) for the Websites, such Content and Entrata's obligations with respect to such Content will be identified or described in the Statement of Work hereto. Entrata has no other obligation to provide Content.
4.3 Access Denial for Inappropriate Use. Entrata has the right to deny, suspend or terminate Customer's access to and use of the Software and to deny, suspend or terminate Customer's and Users' access to and use of the Websites at any time if there is any Inappropriate Use by any of them. Customer agrees not to engage in or facilitate or encourage any Inappropriate Use. An "Inappropriate Use" means any of the following:
5.1 Limitations. Customer agrees to not use the Software, the Administrative System, any Website Design Elements, any Content from Entrata or any information learned from any of the foregoing for any purpose other than creating, using and maintaining the Websites or exercise of its rights hereunder. Customer shall not use the Software or any Content to create more Websites than correspond to the agreed upon number of websites for the Properties set forth in the Statement of Work.
5.2 Content. All Content for or on Websites will be furnished by Customer (except for the Website Design Elements and for the Content, if any, that is to be provided by Entrata as expressly stated in the Statement of Work). The Content to be provided by Customer will include floor plans, rate information, applications, contracts, logos, text, and other works of authorship as needed or desired for the Websites.
5.3 Content Responsibility. Customer assumes full responsibility and legal liability for any and all of Customer's Content and for the accuracy, completeness, and legality of Customer's Content. Customer unconditionally warrants that it owns or has adequate licenses to all copyrights and intellectual property in and to Customer's Content and that Customer has obtained all necessary consents, permissions, releases, waivers, and rights needed by Customer and Entrata for Customer's Content for the purposes of the Websites and the Agreement.
5.4 Control and Monitoring of Content and Messages. Entrata has no obligation to review, edit, censor, monitor, or control any of Customer's Content or any messages, postings, information, data, commentary, uploads, downloads, contracts, or input from, with, by or to Users. Entrata is not responsible for monitoring or controlling access to or use of the Website.
5.5 Digital and Other Electronic Signatures. Any digital signature or electronic signature methods, means, or processing systems used by or in a Website (including, but are not limited to, any such method, means or system that is used on rental applications within the Website), may be activated or deactivated by Customer. Use of these methods, means, and systems is not mandatory, and any use or reliance thereon is at the risk of Customer and Users. Customer and Users should consult with their legal counsel concerning digital signatures or other electronic signatures and the methods, means and systems.
5.6 Compliance with Laws and Regulations. Entrata provides the necessary tools for Customer to manage its Websites and their Content. It is Customer's responsibility to ensure that the Websites and their Content are in compliance with all laws and regulations with respect to such Websites and Content, to the extent Customer has control over the same. Entrata bears no responsibility for any lack of compliance with such laws and regulations and Customer should seek qualified legal counsel to advise Customer regarding compliance therewith. All use of the Software and Websites by Customer and Users must be in accordance with any applicable laws and regulations.
5.7 Comparable Data. Customer agrees that this product and service is contingent upon Entrata accessing and using competitive data comparisons of similarly situated companies, and that any property and/or resident information supplied to Entrata by Customer related to this Product and Service offering ("Comparable Data"), may be used by Entrata, in a non-identifiable manner, and in the aggregate, to provide services relevant to the rental of properties, and for the purpose of leasing or managing residential or commercial real estate and to otherwise improve or enhance Entrata's products. Customer hereby grants to Entrata and its affiliates a non-exclusive, worldwide, irrevocable, perpetual, royalty free, assignable license to access, use, copy, develop derivative works from, modify, and/or enhance the Comparable Data for such purposes.
5.8 Safeguard of Data. Entrata agrees that all data and information obtained from Customer shall be Customer's property and shall be safeguarded under commercially reasonable methods; however, Entrata may use such Customer information to provide comparable data analysis in furthering the functionality of the Revenue Management product and service.
5.9 Equal Housing Opportunity. It is the sole responsibility of Customer to maintain legal standards on Websites that comply with any applicable laws, including any Equal Housing Opportunity legislation and regulations."
6.1 Content Provided or Acquired by Entrata. All Content (including, but not limited to, creative artwork, ratings and reviews, and photography) that is purchased, created, provided, or acquired by Entrata for any Website will be owned by Entrata (or its supplier/licensor, if applicable) and not by Customer. Entrata does not assign or sell any copyrights or other intellectual property to Customer. No exclusivity or other exclusive rights are licensed, granted or promised to Customer, except as provided in Section 6.3 below. As part of the Agreement, Customer will have a non-exclusive license (or sublicense, if applicable) to use such Content, but only as part of the Websites. Customer acknowledges that all ratings and reviews received are the exclusive property of Entrata and may be used in other services.
6.2 Website Design Elements. The Websites that are created by or for Customer will have website designs, design elements, and objects that are created or provided by or through the Software (e.g., by any of the Software's design libraries). All such website designs, design elements, and objects are referred to as "Website Design Elements" and are licensed to Customer as part of the Agreement, but only for use as part of the Websites.
6.3 Website Designs. Non-Unique and Unique. All Website designs are considered "non-unique" and non-exclusive. For example, website designs in the Design Libraries of the Software may be made available by Entrata to other customers. Competitors of Customer may select, use and maintain the same or similar website design used by Customer. If, and only to the extent that the Statement of Work expressly states that Entrata shall provide a "unique website design," then Customer will have exclusivity with respect to that unique website design (as described in the Statement of Work) for the duration of the Agreement. Exclusivity means that Entrata will not make the same unique website design (or a website design that is substantially the same in overall "look and feel") available to another customer during the term of the Agreement. Individual Website Design Elements are not subject to this exclusivity requirement and may be made available by Entrata to other customers.
6.4 Domain Names. Domain names for the Websites will be selected by Customer. It is Customer's responsibility to select domain names that do not infringe or violate any rights of any third party. Customer may not select as a domain name any name or word that is (or is part of) a name, trademark, or service mark of Entrata or confusingly similar thereto. If Customer requests Entrata to purchase domain name(s) for Customer, Customer agrees to pay Entrata the fee set forth in the Statement of Work per year per domain name during the term of the Agreement. This fee is subject to reasonable increases, but not more than once per year, by Entrata after the first year of the Agreement. Otherwise, Customer will be responsible for the registration and maintenance of the domain name and URL address for the Website and all payments and fees associated therewith. If Customer purchases and maintains its own domain names, it shall give Entrata the necessary URL address information and access to perform its responsibilities hereunder upon execution of the Agreement or upon the obtaining of such information or access.
7.1 Features. The Social Media product includes the following social media applications, which will be setup by Entrata: a Facebook Fan or Business Page or in the alternative Entrata will add a Facebook Application to Customer's existing fan page; Twitter setup; Youtube and FourSquare.
7.2 Social Media Toolbar. Customer will be provided with a toolbar on Customer's Website with quick links to social networks like, Facebook, a Twitter page, Twitter search page, YouTube, LinkedIn, FourSquare, Myspace, Blog, RentWiki, WalkScore, and Yelp.
7.3 Blog. Entrata will provide Customer with a Wordpress blog that will integrate with a blog template setup that is embedded. Customer is responsible for providing all the blog content.
8.1 Stock Photography & Photography Owned by Customer. Entrata may provide stock photographs that may be used by Customer on the Websites during the term of the Agreement. Such photographs are the sole and exclusive property of Entrata and Customer is granted a limited license herein to display such photographs solely on the Websites. Customer may choose to display its own photographs on the Websites. Such photographs are and will remain Customer Content. Customer hereby grants to Entrata and its affiliates a non-exclusive, worldwide license (with the right to sublicense to their service providers) to access and use all Customer Content for the purposes contemplated herein.
8.2 Outsourced Photography and Content. At its sole discretion, Customer may choose to independently contract with third-party content vendors, who provide Property photography, digitized floor plans, video tours, virtual tours, flash animations, custom website designs, search engine optimization, etc. Entrata may provide Customer with a list of independent third-party content or service providers that can provide such content. Entrata makes no representations or warranties as to the quality, pricing or ability of such independent content or service providers. Customer is solely liable for any and all costs associated with the engagement of such independent providers and hereby agrees that Entrata bears no responsibility for losses, directly or indirectly, incurred by Customer as a result of engaging such providers.
8.3 Photography Provided by Entrata. Entrata offers the preferred option of photography by select independent photographers. Customer can contract with Entrata for said photographers to provide images for Customer's use through forms provided by Entrata. Entrata recommends the use of its selected photographers for all images to be used by Customer.
9.1 Scope of Use. The Social Media software allows Customer to have both ResidentPortal and ProspectPortal pages imbedded inside a Facebook fan or business page tab. With this feature, prospects may submit guest cards via Facebook. Residents will have the ability to pay rent, submit maintenance requests, and use the other features available in ResidentPortal and ProspectPortal.
9.2 Disclaimer. Entrata does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the Social Media tools. Entrata must rely on third party API services to display some of the information relating to the Social Media tools and in no event shall Entrata be liable for any damages (including, without limitation, damages for loss of data or profit or due to business or website interruption) arising out of or in connection with the use of, or inability to use, the Social Media software. Entrata shall not be liable for any damages or losses, arising in any way, from changes to a social media site, which changes are outside of Entrata's control.
This portion of the Terms and Conditions describes the Services, including the Software contained in the Services, to be provided by Entrata to Customer relating to the ReputationAdvisor Service ("ReputationAdvisor"). It also describes certain obligations of the Customer with respect to use of ReputationAdvisor. The term "Service(s)" is deemed to include the Software.
Entrata will provide Customer with an online interface, displayed through Entrata's platform, for viewing and managing reviews and ratings of Customer and/or its Properties posted by users of ApartmentRatings.com, Yelp, Google, Resident Portal, Prospect Portal, Site Tablet, ModernMessage.com, Facebook.com, and other online review sites. Through the interface, Customer will have access to comments posted by end users, as well as overall ratings (number of stars out of five possible) assigned by end users; individual category ratings will only be displayed for Resident Portal, Prospect Portal, and Site Tablet ("Entrata Sites"). The ReputationAdvisor interface also allows Customer to post comments and information to various forms of social media, including Facebook and Twitter, as well as respond to reviews posted on Entrata Sites.
3.1 Customer Information. Customer agrees to provide Entrata with sufficient corporate and/or Property information as reasonably necessary to provide the Services.
3.2 Customer Contact. Customer will provide sufficient contact information for one or more representative(s) who will access the interface referenced in paragraph 2 above.
3.3 Content Responsibility. Customer agrees to keep its posts to social media, and/or any other site to which Customer may post content via ReputationAdvisor, reasonable in size and number so as to not unduly burden the ReputationAdvisor Services. Customer further agrees to not use the Services to create or send spam or other illegal, libelous, or offensive communications. Customer assumes full responsibility and legal liability for any and all content posted by Customer via ReputationAdvisor, and for the accuracy, completeness, and legality of such content. Customer unconditionally warrants that it owns or has adequate licenses to all copyrights and intellectual property rights in and to all content posted by Customer, and that Customer has obtained all necessary consents, permissions, releases, waivers, and rights needed by Customer and Entrata to post such content.
3.4 Indemnification. Customer agrees to indemnify, defend, and hold Entrata harmless for any and all legal claims, civil claims, fines, judgments or penalties that arise from or relate to communications sent by Customer through the Services.
4.1 Provide Services. Entrata will provide the Services as set out in this Agreement, including the following:
4.2 Safeguarding Data. Entrata agrees that all data and information obtained from Customer shall be Customer's property and shall be safeguarded using commercially reasonable methods; however, Entrata may use such Customer information, in anonymized and aggregate form, to provide comparable data analysis in furthering the functionality of the Services.
5.1 No Warranty. Entrata does not warrant or make any representations concerning the accuracy, likely results, or reliability of ReputationAdvisor. ReputationAdvisor is subject to errors, data loss, and bugs. In no event shall Entrata be liable for any damages (including, without limitation, damages from loss of data or profit due to business interruption, downtime, server disruption or other cause) arising out of or in connection with the use of, or inability to use ReputationAdvisor.
5.2 Loss of Data. Entrata may, due to downtime, server disruption, or any other unforeseen occurrence, lose review information or other information related to or used in connection with ReputationAdvisor. Entrata's sole responsibility shall be to maintain said data or information utilizing industry standards. Entrata bears no responsibility for the loss of any such items and it is Customer's responsibility to keep accurate backups of all data and information.
5.3 Use of Third Party Software. Entrata employs the services of a third-party provider to offer ReputationAdvisor to Customer. Entrata reserves the right to alter the Services at any time by changing the third-party provider, or to discontinue the Services altogether, should Entrata feel the Services are no longer viable, or are negatively impacted by its current third-party provider.
1.1 "ACSS" means Automated Clearing Settlement System, which is a batch processing, store-and-forward system that accumulates and sorts PAD transactions by destination for transmission during a predetermined time period.
1.2 "PAD Transaction" means a Transaction in which a debit from the Payor's account is processed whereby payment instruction and authorization are given by the Payor over the Internet, phone or similar device, and where such Transaction is originated and sent based solely on the payment instruction and authorization and not on, or created from, any paper document or item.
1.3 "Applicable Law" means all federal, provincial, and local regulations that govern or affect any services provided in connection with this Agreement, including but not limited to those of Canada Payments Association, the Card Associations, the Code of Conduct for the Credit and Debit Card Industry in Canada, and the confidentiality and security requirements of applicable privacy law.
1.4 "Charge Back Fee" means the fee applied to a credit card charge which is submitted for dispute by the Payor to the credit card issuer.
1.5 "Failed Transaction Fee" means the fee applied to a Transaction that failed in the submission process.
1.6 "Hardware" means a physical card reader device which is compatible with a Tablet Device.
1.7 "Payments Canada" means the organization that owns and operates Canada's core payment clearing and settlement systems (formally known as the Canadian Payments Association).
1.8 "NSF Fee" means the fee that is charged to the Payor or Customer when a PAD Transaction results in a notification of non-sufficient funds.
1.9 "Return Fee" means the fee that is charged to the Payor or Customer when a PAD Transaction is returned by the RFI.
1.10 "Service Fee" means the fees that are collected by Entrata, as a Payment Service Provider or Payment Facilitator, for the convenience of providing the ability for Payors to pay amounts to Customer through an online gateway.
1.11 "OFI" means Originating Financial Institution, which is the institution that receives payment instructions from Payor and forwards the entries to the ACSS.
1.12 "Payment Services" means card and PAD processing services provided by Entrata through the ResidentPay software that provides Payors with the ability to make payments using a bank account, credit or debit card.
1.13 "Payor" means Customer's customer that owes fees to the Customer (or "Payee") as payment for the goods and services provided by the Payee. Payors include but are not limited to apartment residents, commercial real estate tenants, or renters of storage or parking space.
1.14 "RFI" means Receiving Financial Institution, which is the institution that receives the PAD entries and posts the entries to the accounts of Payors.
1.15 "Returned Entries" means any Transactions returned from the RFI.
1.16 "Reversal Fee" means the fee applied to a Transaction when Customer chooses to reverse a transaction back to the Payor's credit or debit card or bank account.
1.17 "Rules" means, collectively, the Payments Canada Operating Rules and Standards and the rules, operating regulations, policies, by-laws, and/or procedures issued by the Card Associations, including but not limited to the Payment Card Industry Data Security Standard, the Visa Cardholder Information Security Program, the Mastercard Site Data Protection Program and any other program or requirement that may be published and/or mandated by the Card Associations from time to time.
1.18 "Tablet Device" means a computer with a screen resolution of 1024x600px or greater which is produced and marketed by Apple Computers or Android which run on a platform approved by Entrata, owned by Customer and are compatible with the Hardware.
1.19 "Payment Service Provider" shall have the definition contained in the Rules and for purposes of this Agreement refers to Entrata.
1.20 "Transaction" means a payment for the purchase or lease of goods and services by Payor using the Payment Services. This term also includes credit transactions.
1.21 "Waived Fee" means the fee applied to a Transaction when Customer chooses to waive a transaction fee.
Customer or Payor may use the ResidentPay Software to initiate, through the Administrative System, PAD, credit, or debit card Transactions incidental to, and reasonably arising out of, Customer's rental of real estate to Payors, and also to view reports showing Transaction activity. The Payment Service may be used in connection with the number of Properties at the rates declared and subject to the fees stated herein. All development and Setup Fees are also set forth in the applicable Statement of Work.
3.1 Entrata shall make the ResidentPay Software available to Customer and Payor that shall allow Customers and Payors to input electronic payment information and authorize the initiation of electronic fund transfers via PAD and debit and credit card Transactions during the Term. For PAD Transactions, Entrata is the Payment Service Provider of the payment instructions to the direct clearer with whom Entrata has a relationship, which will act as the OFI for PAD Transactions. For credit or debit card Transactions, Entrata is a Payment Facilitator as such term is defined by the Card Associations. Entrata is responsible for complying with Applicable Law and the Rules when providing these Payment Services.
3.2 Customer hereby, and in accordance with the Agreement, appoints Entrata as its authorized agent with full power and authority to act on behalf of Customer to receive payment instructions from the Payor and process and submit Transactions to the OFI and/or third party payment processor in accordance with its terms. Entrata shall be responsible for processing Transaction requests and providing responses and for settlement activities for authorized Transactions. All credits and debits in connection with such Transactions will be directed into a designated account which shall be used to facilitate payment of amounts due. Once the funds clear, Entrata shall promptly direct the settlement of such funds to Customer's designated account. A Payor's obligations to pay for goods and services will be treated as satisfied and discharged when the OFI receives the funds from the Payor's financial institution. Notwithstanding the foregoing, nothing in this section is implied to discharge the payment obligations of a Payor in the event that a Transaction is returned or rejected for any reason.
4.1 Merchant Approval. Customer is responsible for successfully completing the merchant account application process. Customer will fill out a separate application that will be provided by Entrata. The application will require Customer to fill out detailed company information and provide certain documentation which may include but is not limited to a copy of the entity filing with a government agency, credit card processing statements, a business profile, and a management agreement. The owner or an officer of the applicant will be required to sign the application and provide a personal guarantee in order to be approved. If Customer is also required to sign an entity guarantee, entity tax information, financial statements and bank statements may be required. If Customer at any time is unwilling to cooperate or if merchant approval is denied due to bad credit, a history of bankruptcy, a history of fraudulent transactions, or for any other reason, set up fees will not be refunded. The foregoing notwithstanding, upon mutual agreement between Customer and Entrata, Customer may request that individual fee-managed Properties be separately considered for merchant approval pursuant to the process described in Section 4.1 above, or, at the sole discretion of Entrata, such Properties may be separately underwritten by, and such Properties' merchant accounts managed through, Entrata. In the event Entrata agrees to underwrite an individual Property, an owner or officer of such Property must execute a copy of this Agreement and agree to all the terms and conditions set forth herein as a "Customer" hereunder. In connection with such underwriting approval for a Property, Entrata may require each Property to complete the underwriting process as outlined above. If a Security reserve account is required, such account must be capitalized in the amount required by Entrata, and Entrata must be authorized to withdraw amounts required to cover any liabilities incurred by Entrata in connection with the underwriting of such Property.
4.2 Authorization for In-Person and Telephone Transactions. Customer shall obtain authorization from the Payor prior to initiating a debit or credit to the Payor's account when Payor requests that Customer take such action in person. Customer shall retain proof of the Payor's authorization for a period of two (2) years after receipt of the authorization, or for the appropriate period designated by the Rules and Applicable Law. In the event that a Payor initiates a Transaction that requires telephone authorization, Customer agrees to never initiate said payment unless the Payor gives the required authorization to Customer via telephone.
4.3 Submitting Transactions. Customer shall submit debit and credit requests via the Administrative System for Payor-related charges only (i.e. rent and other charges incidental to such Payors' rental of real estate marketed by Customer).
4.4 Reports. Customer is solely responsible for communicating with the Administrative System to receive reports of Transactions. Entrata may also send reports of Transactions to Customer via email, if requested by Customer.
4.5 Representations. For Customer Initiated Payments. In the event that Customer is entering the payment data into the Administrative System and initiating a payment on behalf of Payor, Customer warrants to the best of its knowledge with respect to all such Transactions processed by Entrata on behalf of Customer that Customer has an agreement in place with Payor whereby:
If and when Customer receives notice that any Payor's Transaction initiated by Customer has been rejected, Customer shall not initiate any further Transactions with respect to such Payor until the cause for rejection has been corrected. Customer shall cease initiating Transactions immediately upon receipt of any actual or constructive notice of any Payor's termination or revocation of authority. Customer agrees to indemnify, and hold Entrata harmless for any and all legal claims, civil claims, fines, judgments, and penalties that arise from or relate to any causes of action arising from such Customer Initiated Payments.
4.6 Notice of Erroneous or Unauthorized Transfers. Customer shall regularly and promptly review all Transactions and other communications from Entrata and shall promptly notify Entrata upon discovery of all discrepancies between Customer's records and those provided by Entrata, the OFI, or Customer's bank, or with respect to any transfer that Customer believes was made without proper authorization. Upon notification by Customer, Entrata will use commercially reasonable efforts to provide Customer a method to reverse the Transaction of which it was notified.
4.7 Identifying Numbers. Customer acknowledges that Entrata may rely solely on identifying numbers provided by Customer to determine the bank and account of the Payor even if the numbers identify a bank or account holder that differs from the one that Customer identified by name. In other words, if Customer provides an account number and the name of the account, Entrata may rely solely upon the account number.
4.8 Service Fees. Customer authorizes Entrata to collect Service Fees from Payors utilizing the Payment Services to pay amounts due to Customer. Such Service Fees are collected by Entrata, as a Payment Service Provider, or Payment Facilitator, for the convenience of providing the ability to pay amounts to Customer through an online gateway. Customer acknowledges that such Service Fees are consideration for its provision of the Payment Services, and Customer may decide to absorb these fees on behalf of its Payors. Under no circumstances is Customer permitted to charge fees to Payors in a face-to-face environment for the use of any payment method. The fees in this Section are non-refundable.
4.9 Retracting Funds (NSF's). Customer must allow funds to be pulled from settlement bank accounts in cases of returned Payor payments. Customer will need to contact its bank to make sure this process is set up before any Transaction is processed. Failure to comply with this requirement may result in additional fees, which Customer agrees to pay or reimburse to Entrata.
4.10 Waived Service Fees. Customer agrees to pay all transaction processing expenses incurred when Service Fees are waived on a given Transaction. If Customer chooses to allow Entrata to charge a Service Fee to the Payor, and the Payor agrees to pay the fee and initiates the Transaction, and if Customer later chooses to reimburse the Payor for the total amount of the transaction, Customer agrees to reimburse the cost of the Service Fee to Entrata.
4.11 Charge Back Fees. In accordance with the Rules and Applicable Law, a card holder may submit a charge back or other return payment request to the card holder's card association for many reasons, including but not limited to a claim that he or she did not authorize the payment or a claim that the payment was processed fraudulently. If a charge back or other return payment request occurs, Customer agrees that Entrata will
4.12 Change of Settlement Bank Accounts. It is the responsibility of Customer to notify Entrata no less than one (1) week in advance of any changes in settlement bank account information. Bank changes can only be made by Customer completing a "Merchant Change Request" through the Administrative System. Failure to notify Entrata of any change or cancellation of settlement bank account information may result in additional fees.
4.13 Reversal Fees. Transaction reversal functionality will be made available to Customer through the Payment Services. CUSTOMER IS RESPONSIBLE FOR ANY LIABILITY ASSOCIATED WITH USE OF THE REVERSAL FUNCTIONALITY, INCLUDING, BUT NOT LIMITED TO CIRCUMSTANCES WHEREIN A PAYOR'S ORIGINAL PAYMENT IS EVENTUALLY NOT ACCEPTED OR RETURNED BY A ODFI OR RDFI AFTER CUSTOMER HAS USED THE REVERSAL FUNCTIONALITY TO REFUND A PAYMENT TO A PAYOR. Customer agrees to reimburse Entrata or any third party if Transactions reversed by Customer are returned, charged back, or otherwise made unavailable after Customer has reversed the Transaction. Transaction reversals may require as many as ten (10) business days to complete and settle to Customer's bank account. Customer agrees to pay the payment reversal fees set forth in the Statement of Work each time it initiates a reversal.
4.14 PAD Refund Fees. Refund functionality will be made available to Customer, and may be used at Customer's discretion. CUSTOMER IS RESPONSIBLE FOR ANY LIABILITY ASSOCIATED WITH USE OF THE RESIDENT PAYMENT REFUND FUNCTIONALITY. Payment refunds may require as many as ten (10) business days to complete and settle to the receiving bank account. Customer agrees to pay any associated refund fees as set forth in the Statement of Work each time a reversal is initiated.
4.15 ResidentPay Intermittent Fees and Electronic Debit. Customer is responsible for paying all applicable fees set forth herein, including, but not limited to Chargeback Fees, Failed Transaction Fees, Service Fees, waived fees, Reversal Fees, NSF Fee, and Return Fees (collectively, the "Intermittent Fees"). Customer agrees to allow Entrata to electronically debit any applicable Intermittent Fees from Customer's designated bank account on the 11th day of each month, or the first business day thereafter.
4.16 Paperless Program. Customer shall encourage all Residents to submit payments via the Resident Pay system by communicating the availability of online payments via brochures, email or other marketing initiatives as agreed upon by the parties. In order to best communicate this information to its Residents, Customer shall receive custom marketing materials and custom training from Entrata. Customer agrees that after such training and distribution of marketing materials, it shall seal any dropboxes, update its move-in process and documentation to reflect its encouragement of online payments, and adopt an on-site manual contact email, which may be provided by Entrata. Customer shall comply with all provincial and Federal laws regarding the acceptance of payments from and marketing to Residents.
5.1 Authorization. When the Payor initiates a Transaction, Entrata shall obtain authorization from the Payor through the Payment Services prior to processing a debit and/or credit to the Payor's account. Entrata shall retain proof of the Payor's authorization for a period of two (2) years after receipt of the authorization, or for the appropriate period designated by the Rules and Applicable Law.
5.2 Accepting Transactions. Entrata shall accept debit and credit requests via the Administrative System and shall submit the requests to the OFI at least once during each business day. All debit and credit requests between the OFI and the PAD or card network are the responsibility of the OFI. Customer agrees that Entrata will not be held responsible for any losses, directly or indirectly, incurred by Customer or other third parties as a result of the actions of the OFI. Customer understands that a separate agreement may be signed between Customer and the OFI. Entrata expects the OFI to use commercially reasonable efforts to submit requests to the PAD or card network each business day. Entrata will use commercially reasonable efforts to automatically cancel any un-captured payment after thirty days, requiring re-submission of the payment.
5.3 Originating Transactions. Customer and its Licensed Properties hereby authorize Entrata as its authorized agent to originate Transactions on behalf of such Licensed Properties. Entrata shall use the information provided by Customer to originate Customer's Transactions to the PAD or card network. Customer is responsible for maintaining the accuracy of such information and making the same available to Entrata upon request. Entrata may delay or reject such Transactions without prior notification to Customer for any reason permitted or required under the Rules and Applicable Law, including but not limited to any violation of said Rules and Applicable Law.
5.4 Returned Entries and Notices of Change (NOC). Entrata shall apply returned entries to Customer's account upon receipt. Upon receipt of returned Transactions, Entrata shall create and make available to Customer a report containing the detailed information regarding all returned entries. Entrata accepts responsibility for correcting all NOCs received.
5.5 Transaction Modification or Deletion. Customer acknowledges that once a Transaction is submitted to the PAD or card network, it cannot be modified or deleted. However, if the Transaction has not yet been submitted to the PAD or card network at the time of Customer's request, Entrata shall make reasonable efforts to comply with Customer's change or modification requests. ALL such requests must be submitted to Entrata in proper form, executed by authorized personnel of Customer, and delivered by hand or facsimile (including email) to Entrata within the timeframe established by the Rules and Applicable Law. Customer agrees that Entrata will not be held responsible for any losses, directly or indirectly, incurred by Customer or other third parties as a result of Entrata's inability to accomplish the requested modification or deletion before the transaction has been submitted to the PAD or card network.
5.6 Compliance with the Rules and Applicable Law. Entrata, Customer, and Customer's Licensed Properties hereby agree to comply with and be bound by any applicable Rules and Applicable Law. Customer and its Licensed Properties agree not to originate Transactions that violate the Rules and/or Applicable Law, which include, but are not limited to, illegal or prohibited activity such as money laundering or financing of terrorist activities. Entrata may at any time change its processing procedures in order to be compliant with the Rules and Applicable Law.
5.7 Right to Audit. Entrata reserves the right, upon reasonable notice, to conduct an audit of Customer and/or Customer's Licensed Properties, solely for the purpose of determining compliance with the Rules and Applicable Law and this Agreement.
5.8 Comparable Data. Customer agrees that this product and service is contingent upon Entrata accessing and using competitive data comparisons of similarly situated companies, and that any property and/or aggregate or anonymized resident information supplied to Entrata by Customer, related to this Service (the "Comparable Data"), may be used by Entrata to provide services relevant to the rental of properties, and for the purpose of leasing or managing residential or commercial real estate or to otherwise improve or enhance Entrata's products. Customer hereby grants to Entrata and its affiliates a non-exclusive, worldwide, irrevocable, perpetual, royalty free, assignable license to access, use, copy, develop derivative works from, modify, and/or enhance the Comparable Date for such purposes.
5.9 Safeguard of Data. Entrata agrees that all data and information obtained from Customer shall be Customer's property and shall be safeguarded under commercially reasonable methods, including encryption; however, Entrata may use such Customer information, in anonymized and aggregate form, to provide comparable data analysis in furthering the functionality of the Product and Service.
5.10 Setup and Underwriting. Entrata will be responsible for performing its setup and implementation responsibilities as described herein. The initial setup and implementation will be completed as soon as possible or by the date specified in the Statement of Work, provided, however, this time period may change due to disruptions in the development process, extended or changed requirements, delays by Customer, or other factors. Entrata will notify Customer when Setup is complete. If Customer fails to timely initiate or pass the underwriting process, Entrata will not be responsible for any delays caused thereby and no reimbursements will be made for Setup Fees paid to Entrata.
5.11 Transaction Fee Changes. Due to changes in card association buy rates, acquirer fees, and other costs beyond Entrata's reasonable control, processing fees may be adjusted or added by Entrata at any time to recoup Entrata's additional mandatory expenses in providing the Payment Services. Should Entrata increase its fees pursuant to this section, the total of such increases among all Entrata customers shall in no event exceed the total of the additional costs imposed upon Entrata. Customer will be given 90 days written notice before any change in transaction pricing occurs.
5.12 Termination. Entrata reserves the right to immediately suspend or cease providing any Payment Services, if, in Entrata's reasonable opinion (i) such Payment Service violates or would violate the Rules, or any Applicable Law, order or directive of any governmental agency or court, (ii) Customer or any Licensed Property is accused by any federal, state, provincial or local jurisdiction of a violation of any applicable statute or ordinance or any regulation, order or directive of any governmental agency or court, or if Entrata or its processor or financial institution reasonably believes, based upon the opinion of legal counsel, that Customer is in violation of any of the foregoing, and/or (iii) Customer creates an undue financial, security, regulatory or other risk to Entrata or its processor or financial institution. Entrata may also suspend or cease providing any Payment Service in this Agreement to Customer if directed to do so by its processor or financial institution.
Date Updated: January 8, 2025
The following Services are provided by Entrata’s Affiliate, Resident Verify, LLC, a Utah limited liability company located at 4205 Chapel Ridge Road, Suite 200, Lehi, Utah 84043 (hereinafter “ResidentVerify”).
1.1 “Adverse Action” means any action that is adverse to the interests of a consumer.
1.2 “Consumer Report” means any written, oral, or other communication of any information by a Consumer Reporting Agency bearing on a consumer’s credit worthiness, credit standing, credit capacity, character, general reputation, personal characteristics, or mode of living which is used or expected to be used or collected in whole or in part for purposes of residential screening and in accordance with the written instructions of the consumer to whom it relates.
1.3 “Consumer Reporting Agency” means any person which, for monetary fees, dues, or on a cooperative nonprofit basis, regularly engages in whole or in part in the practice of assembling or evaluating consumer credit information or other information on consumers for the purpose of furnishing Consumer Reports to third parties, and which uses any means or facility of interstate commerce for the purpose of preparing or furnishing Consumer Reports.
1.4 “Potential Lessee” means any individual seeking to lease real property from Customer and for which Customer is requesting a Consumer Report through the Services.
1.5 “Services” means the residential property tenant screening services provided by ResidentVerify.
2.1 General. Customer is solely responsible for, and shall comply with, all applicable federal and provincial laws and regulations related to: (a) Customer’s use of the Consumer Reports, (b) authorization to request Consumer Reports on behalf of a Potential Lessee, and (c) Potential Lessees rights and obligations with respect to the Consumer Reports once generated.
2.2 Compliance. Customer agrees that it will comply with federal and provincial credit reporting laws and regulations, and other laws and regulations related to the proper use, confidentiality, retention, and destruction of all Consumer Reports. At a minimum, Customer will maintain documentation demonstrating compliance with such laws and regulations for a period of six years or the entire term of the Potential Lessee’s tenancy, whichever is longer. Customer shall cause all Consumer Reports of which it has no further need to be deleted, shredded, or otherwise disposed of as may be required under applicable law.
2.3 Documentation. Customer will promptly execute and return to ResidentVerify all documentation required to permit release of information or to ensure compliance with applicable laws, regulations, and audits. Failure to return such documentation may result in termination of the Services without additional notice.
2.4 Purpose. If Customer or any of its Users misrepresent to ResidentVerify the reason for requesting a Consumer Report or or uses a Consumer Report for an impermissible purpose, ResidentVerify may terminate the Services without notice in addition to other remedies available to ResidentVerify. Customer acknowledges that its improper request for or misuse of Consumer Reports has a direct negative impact on ResidentVerify and other customers, resulting in substantial tangible damages.
Upon request by Customer and Customer’s provision of a Potential Lessee’s consent to a credit screening to ResidentVerify, ResidentVerify will obtain and furnish Consumer Reports to Customer for each Potential Lessee.
4.1 Use of Reports. Customer hereby certifies that Consumer Reports will only be obtained for its own use in connection with determining whether to lease real property to a Potential Lessee and that it is the end user of Consumer Reports. Customer will not further distribute, sell, give, license, trade, or otherwise disseminate such Consumer Reports or information contained therein to any third party. If Customer or any of its Users misrepresent the reason for obtaining a Consumer Report or request or use a report for an impermissible purpose, ResidentVerify may, in addition to other remedies available to ResidentVerify, immediately terminate the Services without notice.
4.2 Security. Customer hereby certifies that it shall implement and maintain a comprehensive information security program written in one or more readily accessible policies and that contains administrative, technical, and physical safeguards that are appropriate to Customer’s size and complexity, the nature and scope of its activities, and the sensitivity of the information provided to Customer by ResidentVerify, and that such safeguards shall be reasonably designed to: (a) ensure the security and confidentiality of the information provided by ResidentVerify, (b) protect against any anticipated threats or hazards to the security or integrity of such information, and (c) protect against unauthorized access to or use of such information that could result in substantial harm or inconvenience to any consumer.
4.3 Requesting Reports. In the process of requesting a report for residential screening purposes, Customer agrees to: (a) disclose to the Potential Lessee that a Consumer Report will be obtained, (b) obtain such Potential Lessee’s consent for ResidentVerify to conduct a credit screening and obtain a Consumer Report, and (c) if applicable, provide to the Potential Lessee a summary of the individual’s rights under federal and provincial law.
4.4 Adverse Action. After taking an Adverse Action based on information contained in a Consumer Report (such as rejecting an application of a Potential Lessee, increasing rental rates, or requiring a guarantor, or taking any other action against the Potential Lessee who is the subject of a report, based in whole or in part upon information contained in the Consumer Report), Customer certifies that it shall, along with any other required obligations: (a) provide timely notice of such action to the Potential Lessee, (b) provide to the Potential Lessee, the name, address, and telephone number of the Consumer Reporting Agency that produced the Consumer Report, (c) if applicable, inform the Potential Lessee that s/he is entitled to a free copy of the Consumer Report and a right to dispute any record through the Consumer Reporting Agency that produced the Consumer Report, and (d) if applicable, provide a copy of the Potential Lessee’s rights under federal and provincial law.
4.5 Addresses. Customer represents that it has policies and procedures in place to investigate any discrepancy in a Potential Lessee’s address when notified by the credit bureau that the Potential Lessee’s address, as submitted by Customer, substantially varies from the address the credit bureau has on file for that Potential Lessee. Further, if Customer grants tenancy to the Potential Lessee and, in the ordinary course of business Customer furnishes information to the credit bureau from which the report came, Customer will advise the credit bureau of the address it has verified as accurate if that address is different from the one provided by the credit bureau.
4.6 Regulations. Customer will become familiar and comply with laws related to furnishing and using Consumer Reports provided hereunder. Customer’s failure to comply with any laws or regulations may result in a breach of the Agreement, termination of the Services, and civil or criminal liability. ResidentVerify has no obligation to advise Customer of Customer’s legal obligations and no documents or forms provided by ResidentVerify shall be considered legal advice or representation.
4.7 Legal Advice. ResidentVerify does not and cannot provide Customer with legal advice regarding the Services. Customer is responsible for retaining counsel to advise it regarding: (a) the proper use of Consumer Reports, (b) compliance with the federal and provincial credit reporting laws, (c) other applicable federal, provincial, and local laws or regulations, and (d) the development of an appropriate screening program for Customer’s use of Consumer Reports and the Services.
4.8 Audits. In order to determine the appropriateness of any request for information or Consumer Reports by Customer, Customer will, upon reasonable notice, provide ResidentVerify with access to Customer’s records and employees sufficient to allow ResidentVerify to audit all requests for Consumer Reports in accordance with ResidentVerify’s obligations under federal and provincial laws or in response to a request from a credit bureau.
Customer represents and warrants that it will comply with all applicable data privacy laws, including the Personal Information Protection and Electronic Documents Act (PIPEDA) and any equivalent provincial legislation governing the collection, use, and disclosure of Personal Information. Customer shall ensure that any Personal Information has been collected in compliance with applicable laws, including obtaining all necessary consents and providing required notices to individuals. Customer agrees not to provide ResidentVerify with any Personal Information beyond what is necessary for the performance of the Services. Further, Customer agrees to notify ResidentVerify if its privacy practices restrict ResidentVerify from gathering Personal Information from Customer’s residents.
1.1 "PPC Campaign" means pay per click internet advertising displays used to direct traffic to Customer's websites or displays that are shown on search engine results.
1.2 "SEM Services" means a package of recommended search engine marketing enhancements and internet marketing purchases designed to manage a PPC Campaign.
Entrata will enhance Customer's internet profile and search engine marketing for the number of websites, at the rates, and subject to the fees stated herein. The Software shall reside on Entrata's ASP Server. The basic parameters of the PPC Campaign are as follows: in general, internet users type a query or query string into a search engine, the users then land on a results page with both organic/natural listings and paid ads. Organic listings are derived through algorithmic and mathematical formulas, which can be enhanced through SEM Services, but not bought. Paid search ads are triggered from matching keywords in paid search accounts which can be purchased in an auction model from the search engines. The placement and position of the ads are determined by both the maximum bid payment and the search engine's perceived relevance of showing the ad to the user (the "quality score"). When a user clicks on the ad, a charge is incurred and the user is directed to Customer's landing page.
3.1 Responsibility for Content. Entrata will facilitate and manage the PPC Campaign, but Customer assumes full and sole responsibility and legal liability for any and all of Customer's content, including without limitation,
3.2 Cancellation and Modification. Unless Customer instructs Entrata to opt out of certain placements, Customer understands, authorizes, and agrees that ads may be placed on any content or property provided by Google. Customer gives Entrata the authority to act in its behalf with respect to AdWords online auction-based advertising, in order to modify keywords and settings in a timely manner. Customer must provide Entrata with timely written notification if they want to cancel any specific PPC advertising Campaign. Customer understands that it is the search engine's choice on the timing and manner of any such cancellation. When using the SEM Services, Customer shall not advertise anything illegal or engage in any illegal or fraudulent business practice.
3.3 Representations and Warranties. Customer represents and warrants that all Customer information provided to Entrata is complete, correct and current; and the use by Entrata of any Customer information will not violate any applicable laws, regulations, code of conduct, or third party rights (including without limitation intellectual property rights). Customer agrees to defend and indemnify Entrata for any damages or liability that may arise in any way because of a violation of the foregoing.
4.1 Access. Entrata shall provide Customer with access to the SEM Services for each of Customer's ProspectPortal websites (for which Customer pays the SEM Services fee) that are hosted by Entrata on behalf of Customer.
4.2 Features. The SEM Services features shall include, but not be limited to: the implementation of, monitoring of, and consulting with Customer on PPC Campaigns; the selection of optimal keywords to be used; managing the AdWords accounts supplied to Entrata; the ads and landing pages that are being used in paid search marketing efforts relevant to Customer's category of interest; recommendations regarding the optimal ranges for the number of keywords required in Customer's account, as well as keyword and ad grouping for optimal performance and opportunity generation with Google.
Entrata does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the SEM Services. In no event shall Entrata be liable for any damages (including, without limitation, damages for loss of data or profit or due to business interruption or loss in internet visibility) arising out of or in connection with the use of, or inability to use, the SEM Services. The liability limitations set forth in the Agreement govern any damage claims or causes of action that may arise. Entrata disclaims all warranties, conditions, and guarantees regarding the positioning, levels, quality, or timing of any of the PPC Campaigns, including but not limited to the
Customer understands and accepts the risk that a third party may generate clicks through improper means. Customer's exclusive remedy, and Entrata's exclusive liability, for suspected invalid clicks is to receive a refund in the form of advertising credits from the search engine, and at its sole discretion. Certain keywords and other actions may be prohibited by the search engines editorial guidelines, limitations, privacy policy restrictions, trademark restrictions and ad specification requirements, as examples keywords may be prohibited in regulated industries, such as weapons, pharmaceuticals, gambling. The search engines may also require that any claims made in the ads are verified on the landing page or in a disclosure statement.
"SEO Services" means a package of recommended enhancements to Customer's websites and recommended Internet marketing purchases designed to increase the internet visibility to search engines of Customer's website.
Customer may use Customer's computers to enhance its SEO profile via the Internet for the number of websites, at the rates, and subject to the fees stated in the Statement of Work. The Software shall reside on Entrata's ASP Server(s).
3.1 Responsibility for Content. Customer assumes full responsibility and legal liability for any and all of Customer's content, including without limitation, meta data and keyword use.
3.2 Indemnification. While Entrata may create content, Customer must approve such content prior to posting and, upon Customer's approval, Entrata will have no liability for any such content. Customer will defend, indemnify, and hold harmless Entrata for any claims made based on content posted on Customer's website or other online sources.
4.1 Access. Entrata will provide Customer with access to the SEO Services for each of Customer's ProspectPortal Websites (for which Customer pays the SEO Services fee), which is hosted by Entrata on behalf of Customer.
4.2 Recommendations. If Customer's website is not created or hosted by Entrata, Entrata will provide Customer with a list of recommended optimizations that Customer will be solely responsible for implementing.
4.3 Features. The SEO Services features are described on the attached Exhibit B.
Entrata does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the SEO Services. In no event shall Entrata be liable for any damages (including, without limitation, damages for loss of data or profit or due to business interruption or loss in internet visibility) arising out of or in connection with the use of, or inability to use, the SEO Services.
EXHIBIT B
"SEO Dashboard" means the user interface to Customer's Web analytics product that tracks the performance of Customer's Websites on various SEO Services.
Customer may use the SEO Dashboard to see real time reports of how Customer's websites are performing. It will facilitate the planning, monitoring and managing of all SEO activities, and provide reporting metrics for the same.
Customer assumes full responsibility and legal liability for any and all of Customer's Content, including without limitation meta data and keyword use. Use of SEO Dashboard is contingent upon Customer having a Google Analytics account.
4.1 Access. Entrata shall provide Customer with access to the SEO Services for each of Customer's ProspectPortal Websites (for which Customer pays the SEO Services fee), which is hosted by Entrata on behalf of Customer.
4.2 Features. The SEO Dashboard will report performance metrics which will be sorted into various columns and can be arranged by property. Reports will be displayed based upon the data that is retrieved via connection to Google Analytics. SEO Dashboard reporting is viewable only on a per-property, not whole-portfolio basis.
Entrata does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the SEO Dashboard. In no event shall Entrata be liable for any damages (including, without limitation, damages for loss of data or profit or due to business interruption or loss in internet visibility) arising out of or in connection with the use of, or inability to use, the SEO Services. Entrata disclaims all warranties, conditions, and guarantees regarding the positioning, levels, quality, or timing of any of the PPC Campaigns, including but not limited to the
Customer understands and accepts the risk that a third party may generate clicks through improper means. Customer's exclusive remedy, and Entrata's exclusive liability, for suspected invalid clicks is to receive a refund in the form of advertising credits from the search engine, and at its sole discretion. Customer understands that certain keywords and other actions may be prohibited by the search engines editorial guidelines, limitations, privacy policy restrictions, trademark restrictions and ad specification requirements, as examples keywords may be prohibited in regulated industries, such as weapons, pharmaceuticals, gambling. The search engines may also require that any claims made in the ads are verified on the landing page or in a disclosure statement.
1.1 "App Library/Store" means the online store that allows an owner of a tablet computer to purchase software applications specifically designed to function on a tablet.
1.2 "Hardware" means the physical card reader device provided by Entrata to Customer which is compatible with a Tablet Device.
1.3 "Marketing Image" Means one or more Property specific images chosen by Customer that will be displayed in either in portrait or landscape format on the Kiosk portion of the Property Specific SiteTablet App.
1.4 "Property Specific SiteTablet App" means the Customer-Facing SiteTablet App customized to reflect the preferences of Customer with respect to each individual Property that can be used to show potential renters floor plans, virtual tours, e-brochures, unit availability, policies, walk scores, amenities and can be used by a leasing agent to help a potential resident complete a rental application, perform a credit check and accept an application fee or deposit from such potential resident.
1.5 "SiteTablet App" means the user-facing Software application purchased or downloaded through the App Library/Store that allows a resident/prospect of a Property access to limited ProspectPortal, ResidentPortal and ResidentPay content via the Tablet; specifically the SiteTablet App will allow a user to, among other things, search for an available unit based on various search criteria, check unit availability and view unit floor plans, amenities, photos and virtual tours, and will allow a current resident to pay rent or make a maintenance request via such user's Tablet.
1.6 "Tablet" means that certain tablet computer produced and marketed by Apple Computers or any Android device running on version 4.0 or newer that Customer or Customer's residents will independently purchase and which is required to access the SiteTablet Software and Services.
1.7 "Tablet Device" means a computer with a screen resolution of 1024x600px or greater which is produced and marketed by Apple Computers or Android which run on a platform approved by Entrata, owned by Customer and are compatible with the Hardware.
Customer may use the Property Specific Site Tablet Software and features accessible therefrom in connection with its management and leasing activities for each Property at the rates, and subject to the fees set forth in the Statement of Work. Additional products (such as Parcel Alert and LeaseExecution) may also be accessed via the Property Specific Site Tablet Software only when a Statement of Work includes such products in Customer agreement. The Property Specific Site Tablet Software will include a Property specific intro page designed to be used by on-site employees of Customer when potential residents inquire about units at such Property. Entrata will produce the SiteTablet app for varying versions of the Tablet hardware. Certain hardware limitations on older hardware may limit the available operations of the SiteTablet app. The advertised features are not guaranteed to work on every version of the app.
3.1 Purchase of Tablet. Customer will be required to independently purchase one or more Tablets on which to access and display the Software.
3.2 Purchase/Download of Application. Customer is responsible for purchasing and/or downloading, as applicable, the SiteTablet App or Property Specific SiteTablet App from the App Library/ Store, as applicable.
3.3 Marketing Image. Customer will provide Entrata with the following items, which Entrata will use to create two (2) marketing images to be displayed on the kiosk portion of each Property Specific Site Tablet App:
3.4 Other Content. Customer must provide Entrata with additional content that will be included on each Property Specific SiteTablet App.
3.5 Setup and Implementation Responsibilities and Statement of Work. Entrata will be responsible for performing its setup and implementation responsibilities, including those relating to Website creation, as described herein. It is estimated that the initial Website creation, the setup and implementation will require approximately six (6) weeks, starting on the date the Agreement is signed by Entrata. This time period is not guaranteed, and may change due to delays by Customer, extensions or changes in design requirements by Customer, disruptions in the development process, or other factors. Entrata will notify customer of the Go Live Date when such date is certain. Customer shall be responsible for providing property content including the submission of a Property Details Questionnaire, Property Photos, Floor Plan Details and Images, Property Logo or other images. Customer acknowledges that this may take approximately 2-3 hours per property to gather and send. Customer must also submit to Entrata the desired domain name to be purchased or directed toward our servers (ProspectPortal Only).
3.6 Access and Updates. Customer is responsible for maintaining and updating all information available on each Property Specific SiteTablet App through continually checking and updating content and other information via the Administrative System.
3.7 Responsibility for Hardware. Customer bears all responsibility for the functionality and maintenance of each Tablet that is in its control, and Customer will not hold Entrata liable for any Tablet malfunction, loss or damage, or the results thereof, regardless of the cause.
4.1 Creation of Software. Entrata will create a Property Specific SiteTablet App for the number of Properties set forth in the Statement of Work.
4.2 Marketing Images. Entrata will include two Property Specific Marketing Images in each unique Property Specific Site Tablet App.
4.3 ProspectPortal Features. Entrata will integrate the Property Specific SiteTablet App with the content of each of Customer's Property specific ProspectPortal Websites such that features and functionality available via each Property's PropsectPortal Website, will be available via the Property Specific SiteTablet App, provided that such content and functionality is compatible with the Tablet.
4.4 ResidentPortal and ResidentPay Features. Entrata will make public facing ResidentPortal and ResidentPay features and functionality, which are available through Customer's Property Specific ResidentPortal Website, available via the SiteTablet App, provided such features and functionality are compatible with the Tablet. Residents of a particular Property will be able to access such features via Tablet by downloading and/or purchasing the SiteTablet App from the App Store/Library, as applicable, and entering their login and password information in the app.
Entrata shall not be liable for any damages (including, without limitation, damages for loss of data or profit due to business interruption or loss in internet visibility) arising out of or in connection with the use of, or inability to use, the SiteTablet Services. Entrata shall not be liable if Customer allows a resident or prospective resident to use the SiteTablet to fill out guest cards, maintenance requests or any other forms on the SiteTablet, and accesses any confidential, or sensitive information therein.