Welcome to Entrata and to the Product Specific Terms home page. This site contains the terms and conditions applicable to Customer’s use of the specific software products, and services (hereinafter “Products”) Customer has contracted with Entrata, Inc. (“Entrata”) to receive. The general terms and conditions are contained in the Software License and Maintenance Agreement (“Agreement”) signed by Customer and Entrata, which references and incorporates these terms. In the event of a conflict between the Agreement and any Product Specific Terms, these Product Specific Terms shall govern. Unless otherwise specifically stated in an Amendment, Addendum or Statement of Work, all Products shall commence on the Effective Date of the Amendment, Addendum or Statement of Work and run coterminously with the Agreement.
Customer agrees that Entrata may provide the Products and Services described herein by itself or through an Entrata Affiliate in conformity with the terms of the Agreement. Certain Products may only be offered through an Entrata Affiliate, in which case such Entrata Affiliate shall be solely responsible for providing the Product. All obligations of Entrata and its Affiliates related to any such Products are several and not joint, and in no event shall Entrata or one of its Affiliates have any liability or obligation with respect to the acts or omissions of any other Entrata Affiliate providing Products under Product Specific Terms. Customer agrees to look solely to the Entrata Affiliate providing the Product with respect to any obligations, breaches, acts, omissions, loss, damage, liability, or expense arising out of or in connection with such Product. “Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control by either party. For purposes of the preceding sentence, “control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
Please use the navigation menu to review the terms and conditions that apply to Customer. Note that the Product Specific Terms are subject to change, so we recommend that Customer check back frequently for the most up-to-date information. If changes are made to these Product Specific Terms, we will notify you by revising the date at the top of this page. Unless otherwise noted, the updated Product Specific Terms will be effective immediately, and your continued use of our Products confirm your acceptance of the changes. Capitalized terms not defined herein shall have the same meanings as set forth in the Agreement.
CallTracking ( fka Call Tracker™ )
Deposit Alternative ( fka DepositInsure )
Entrata® Academy & Entrata® Academy Elite
Entrata®Accounting™ & Advanced Budgeting
Entrata® Business Intelligence & Entrata® Data Share™
Entrata® Layered Intelligence™
Homebody Rent Reporting® - Fannie Mae
Homebody Rent Reporting® - Freddie Mac
Homebody Rent Reporting® - In Lease ( Resident or Customer Funded )
Leasing Center™, Leasing Center Lite™ & Leasing Center Chat™
Master Policy ( fka MasterInsure )
ProspectPortal®, ResidentPortal & Redd Chatbot
Renters Insurance ( fka ResidentInsure )
RentPlus® – In Lease ( Resident or Customer Funded )
ResidentUtility™, Utility Expense Management, and Energy Star Benchmarking Services
ResidentVerify™ – Criminal Categorization Opt-Out
ResidentVerify™ – ID Verification
ResidentVerify™ – Income Verification Services
ResidentVerify™ – Snappt Integration
Revenue Intelligence™ ( fka Revenue Management™ or Entrata® Pricing™ )
Social Media ( Facebook Integration )
Student Revenue Intelligence™ ( fka Student Revenue Management™ )
1. DEFINITIONS
1.1 “Access Control Device(s)” means the third party hardware products that are compatible with the Software, procured directly by Customer from such third party, including any associated software therewith, for the purpose of granting or limiting physical access within or on the premises of a Licensed Property.
1.2 “Residents” means Customer’s tenants dwelling at a Licensed Property.
1.3 “Software” means, for the purposes of this Access Connect Common Areas and Units Section of the Product Terms only, the computer programs, applications, controls, websites, and third party integrations created by Entrata and provided to Customer, in any form, in conjunction with the Access Control Devices.
2. SCOPE
The Access Control Common Areas and Access Control Common Areas and Units (hereinafter “Access Controls Software”) is designed to work with the Access Control Devices, to provide convenient, alternate electronic access to Customer-designated areas of Licensed Properties to Residents and other users, as determined by Customer.
3. OBLIGATIONS OF USER
3.1 Access. During the Terms of the Agreement, Customer and Residents will grant Entrata full and free access to the Access Control Devices and Software, both physically and via remote network communication, to allow Entrata to perform under this Addendum at such reasonable times, and in such reasonable manner, as may be required by Entrata.
4. OBLIGATIONS OF ENTRATA
4.1 Technical Assistance. Entrata will provide Customer such technical assistance as Entrata may deem necessary to properly operate the Software. Entrata will provide Customer with all requirements to be run by Customer. Entrata shall not be responsible, however, to provide technical assistance with regard to the Access Control Devices themselves, nor shall Entrata be liable for any expenses incurred by Customer for technical assistance or support of the Access Control Devices themselves. Entrata may, at any time and for any reason, remotely access and control any of the Access Control Devices installed at a Licensed Property in order to test their functionality and operability, and to obtain data regarding their use and status.
4.2 Modifications. During the Term of the Agreement, Entrata will undertake to make such modifications and improvements to the Software as deemed appropriate by Entrata and provide the same to Customer; provided, however, Entrata is not obligated to make any modifications or improvements which it does not deem necessary or advisable. Entrata may make modifications to the Software at any time in its reasonable discretion.
5. DATA ACCESS
Customer acknowledges that Entrata may access, analyze, store, and utilize any data (including Customer or Resident behavior and other information) communicated by the Software and Access Control Devices. Such data collected shall be the sole property of Entrata, and Customer shall have no claims of ownership of such data. If additional or new Software releases are required, Entrata will define such changes and provide such Software.
6. OWNERSHIP AND SOFTWARE LICENSE
6.1 Ownership. Customer acknowledges that Entrata retains ownership of all right, title, and interest to the Software. Entrata retains all intellectual property rights to the Software and any Entrata-created documentation (including without limitation, all patent rights, design rights, copyrights and trade secret rights) subject to the Software license granted under the Agreement.
7. CUSTOMER WARRANTIES
Customer hereby warrants that: (a) Customer has obtained at its own cost a reliable Internet connection reasonably sufficient to make use of the Access Control Devices and Software; and (b) Customer has obtained the cooperation of, and any necessary consents from, all impacted Residents (or others) to use the Access Control Software.
8. TAX AND INSURANCE BENEFITS
By installing and using certain Access Control Devices at Customer’s Licensed Property(ies), Customer may be eligible to receive certain Federal, State, or local tax rebates, deductions, or credits, insurance discounts, or other benefits (“Benefits”). Any such Benefits are the sole responsibility of Customer to claim, and Entrata does not provide information about such Benefits or guarantee the availability of any Benefits. It is possible the installation and use of certain Access Control Devices may also disqualify Customer from receiving Benefits to which Customer may otherwise be entitled. Entrata bears no responsibility, and shall not be liable, for any such lost Benefits.
9. DISCLAIMER OF WARRANTY
THE SOFTWARE FURNISHED TO USER HEREUNDER IS PROVIDED "AS IS". ENTRATA MAKES AND USER RECEIVES FROM ENTRATA NO WARRANTIES IN CONNECTION WITH THE SOFTWARE, OR MODIFICATIONS OR IMPROVEMENTS THERETO, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE COMMUNICATED FROM ENTRATA TO CUSTOMER OR RESIDENTS. ENTRATA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
10. LIMITED LIABILITY AND WAIVER OF DAMAGES
ENTRATA SHALL NOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY (INCLUDING RESIDENTS) FOR ANY LOSSES, DAMAGES, OR CLAIMS ARISING IN ANY WAY OUT OF CUSTOMER'S OR RESIDENTS' USE OF THE SOFTWARE, EVEN IF CUSTOMER OR ITS RESIDENTS FOLLOWED OR RELIED UPON ANY INSTRUCTIONS OR DIRECTIONS PROVIDED BY ENTRATA CONCERNING SUCH USE. IN NO EVENT SHALL ENTRATA OR ITS SUPPLIERS BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR LOST DATA, OR ANY OTHER INDIRECT DAMAGES, EVEN IF ENTRATA HAS BEEN INFORMED OF THE POSSIBILITY THEREOF. NOTWITHSTANDING ANYTHING ELSE HEREIN, ALL LIABILITY OF ENTRATA OR ITS SUPPLIERS UNDER OR ARISING OUT CUSTOMER’S USE OF THE ACCESS CONTROL SOFTWARE SHALL BE LIMITED TO TEN THOUSAND DOLLARS ($10,000).
11. INDEMNIFICATION
In addition to those indemnities found under the Agreement, 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 (including, but not limited to, Residents) against Entrata that are the result of unauthorized control of the Access Control Devices, or access to the Software, by use of the Customer’s or its Residents’ passwords, accounts, or devices.
Date Updated: September 13, 2024
1. OVERVIEW
The following beta terms (“Beta Terms”) set out the terms and conditions governing Customer’s use of beta, pilot, limited release, or other pre-release Software and related documentation, materials, and information (collectively, the "Beta Software") available to Customer for the purpose of testing and providing Entrata with feedback regarding the quality and usability of the Beta Software. Beta Software is considered a Service for purposes of the Agreement.
2. SCOPE OF USE
Customer acknowledges and agrees that the Beta Software is a test version that is being provided to Customer on an “as is” or “as available” basis, that such Beta Software may contain bugs, defects, errors, and other problems, and that the Beta Software is not guaranteed to function as a commercially available offering. During the beta testing period, Entrata may, in its sole discretion, restrict access to, change, or discontinue any aspect of the Beta Software at any time without notice and without liability. Beta Software may be subject to additional terms, as set forth in any associated agreements or documentation provided by Entrata.
2.1 PAID BETA SOFTWARE
To the extent the Beta Software is offered to Customer for a Fee, additional terms related to Fees and billing will be provided by Entrata to Customer.
2.2 PUBLIC RELEASE OF BETA SOFTWARE
In the event a Beta Software is publicly released, continued access and use of such Product or Services will be governed by the updated Product Specific Terms, unless Entrata provides notice otherwise. Fees for the publicly released Product or Service are subject to change at Entrata’s sole discretion. Actual Fees for the publicly released Product or Service will be communicated by Entrata. Customer and Entrata will enter into an Amendment or Sales Order to the Agreement reflecting the actual Fees to be charged for commercial use of the Product or Service.
3. RESPONSIBILITIES OF CUSTOMER
3.1 Role of Customer. If applicable, Customer agrees to provide Entrata with periodic reports that fully describe (i) the results of Customer’s use and evaluation of the Beta Software, including any defects found in the Beta Software, and any information necessary for Entrata to evaluate such defects, and (ii) any recommendations for changes or modifications to the Beta Software.
3.1 Confidentiality. The Beta Software and all documentation, materials, and information related to the Beta Software shall be treated as Confidential Information in accordance with the terms of the Agreement.
3.2 Publicity. Customer agrees that Entrata has the right to use, in any manner and for any purpose, any information gained as a result of Customer’s use and evaluation of the Beta Software. Such use will include, but not be limited to, modifications and corrections to the Beta Software and incorporation of such information into computer programs and documentation for assignment, license, or other transfer to third parties. In addition, Customer may also be asked to provide material and content sufficient for Entrata to create a case study related to the effectiveness of the Beta Software. Entrata may also reference Customer’s name in text and use Customer’s corporate logo as a part of Entrata’s marketing materials regarding the Beta Software.
4. RESPONSIBILITIES OF ENTRATA
4.1 Safeguarding of Data. Entrata agrees that all data and information obtained from Customer is Customer’s property and will be safeguarded in accordance with the Agreement; however, Entrata may use such Customer information to further the functionality of the Beta Software.
4.2 Training and Customer Support. Entrata representatives will use commercially reasonable efforts to train and provide support to Customer regarding the use of the Beta Software. This support may include customer support and/or software updates, upgrades, enhancements, or modifications to the Beta Software during the term of this Addendum.
5. NO WARRANTY
THE BETA SOFTWARE IS FURNISHED TO CUSTOMER "AS IS" WITHOUT WARRANTIES 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 THESE BETA TERMS, THE AGREEMENT, OR CUSTOMER’S USE OF THE BETA 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.
1. SCOPE OF USE
The Product 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. RESPONSIBILITIES OF CUSTOMER
2.1 Administrative System. Entrata will provide Customer with Access Credentials that allow 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 Product, Customer is solely responsible to train any of its Users that will use the Product.
2.3 Limitations. Customer agrees not to use the Product, 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 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. RESPONSIBILITIES OF ENTRATA
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 Product.
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 for the Product, including any required maintenance fixes, patches, work-around solutions, and new versions of the Software.
4. DISCLAIMERS
4.1 General. Entrata does not warrant or make any representations concerning the accuracy, likely results, or reliability of the CallAnalysis Product. 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 Product.
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. DEFINITIONS
1.1 "Feeds" means a data transmission consisting of Content related to available units at Customer's Property or Properties that is exchanged between the Software for the Product and the ILSs.
1.2 "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.
1.3 "Lead(s)" means Personal Information, including, but not limited to, name, phone number, email address, and other information of a prospective customer.
1.4 "Services" with respect to the CallTracking Product means all included merchandise and applications provided by Entrata in connection with its CallTracking Product and any related Software.
1.5 "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.
2. SCOPE OF USE
Customer may use the CallTracking Product to have phone calls routed into Entrata's server, and Entrata then relays those calls to the Property locations. The CallTracking Product 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. CallTracking includes integration fees and basic lead management capabilities, including Lead Alert, which comes with the Product. CallTracking 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. RESPONSIBILITIES OF CUSTOMER
3.1 Limitations. Customer agrees not to use the Services, the Administrative System, any Content from Entrata or any information learned from any of the foregoing for any purpose other than using the CallTracking service in a manner contemplated by both parties. Customer shall not use the Product, or any Content garnered from CallTracking for illegal purposes. CallTracking is intended and licensed for use by Customer, but not third parties.
3.2 Administrative System. Entrata will provide Customer with Access Credentials that allow Customer to administrate over certain functionality of the Services. Such administrative activities include, but are not limited to,
3.3 Training. Customer shall be responsible for training its own Users in the use of the CallTracking Product.
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.
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 and its Users.
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 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 18 U.S.C.A. § 2510-2520, or any other federal or state law prohibiting communication interception and recording without consent.
3.8 Comparable Data. Customer agrees that this Product 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 offering, 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.
3.9 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; however, Entrata may use such Customer information to provide comparable data analysis in furthering the functionality of the Products.
3.10 Responsibility for Setup and Activation. Entrata is not responsible for any delays caused by CallTracking or Customer in complying with the setup, permission, and activation required for utilizing the CallTracking Services.
4. RESPONSIBILITIES OF ENTRATA
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 Services.
4.2 Administrative System. Entrata will configure the Administrative System such that all Leads received from the CallTracking Services will be identified by their source and sent to a Property specific email address (if specified by the Customer). Customer may use the Administrative System to access the transmission of information relating to CallTracking.
4.3 Services Provided. Entrata will provide Services that allow phone calls to be routed into Entrata's server, and Entrata then relays those calls to the Property locations. The Services include maintenance, leasing, general phone calls, and after-hours Voice Mail. The CallTracking Services 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. DISCLAIMERS
5.1 Liability. Entrata does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the CallTracking Services. CallTracking 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 CallTracking Services.
5.2 Accessibility and Downtime. Access to and use of Services may be temporarily down, inaccessible, or deactivated due to maintenance, upgrades, equipment failure, power failure, and/or other scheduled or unscheduled downtime 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 Services 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 CallTracking 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 Services.
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 CallTracking 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 CallTracking Service. Customer may have to change phone numbers without any notice from Entrata.
5.6 Failure to Pay. In the event that Customer fails to pay its monthly license fees related to the CallTracking Product, within 30 days of non-payment, Entrata may deactivate call tracking, and dispose of historical Voice Mail data.
5.7 Phone Numbers, Vanity Numbers. Entrata does not guarantee that any specific Phone Number will persist or be available to use with the CallTracking 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. CallTracking includes five (5) vanity numbers; additional vanity numbers will be billed at $3.00 per number, per month.
1. SCOPE OF USE
Entrata Centralized Leasing brings multi-property lead task management into a single dashboard. Communicate with prospects, schedule and fulfill tours, send follow-ups, review applications, and more-for multiple properties, all in one place. Centralized Leasing provides:
2. CENTRALIZED LEASING LIMITATIONS
Features of Centralized Leasing are available within the various Products across the Entrata platform. Some capabilities needed to centralize key processes and workflows will require Customer to have purchased a subscription to Lead Manager, Message Center, Prospect Portal and/or Leasing Center.
1. DEFINITIONS
1.1 "Blocked Craigslist Account" means when a Craigslist administrator prevents Customer from any and all access to Customer's account.
1.2 "Content" means, with respect to the Craigslist Posting Product, 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.
2. SCOPE OF USE
Customer may use Customer's Computers to access and use the Product via the Internet for the number of Properties at the rates, and subject to the fees stated in the Statement of Work. The Software for the Product shall reside on Entrata's ASP Server.
3. RESPONSIBILITIES OF CUSTOMER
3.1 Administrative System. Entrata will provide Customer with Access Credentials that allow Customer to administrate over certain functionality of the Software for the Craigslist Posting Product. 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 CRAIGSLIST OR CUSTOMER IN COMPLYING WITH THE SETUP, PERMISSION AND ACTIVATION REQUIREMENTS OF CRAIGSLIST.
3.6 Setup and Implementation Responsibilities. 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 Entrata’s servers (ProspectPortal Only).
4. RESPONSIBILITIES OF ENTRATA
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 Product 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 Product or the integration of the Product’s 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.
Insurance Services are provided by Entrata’s Affiliate, Homebody Insurance Agency, LLC (hereinafter “Entrata”). Insurance Services are subject to the following terms and conditions.
Definitions
(a) “Agreement” means this Deposit Alternative Section of the Product Terms and Conditions, whereby Entrata, as a duly licensed insurance agent, will facilitate the issuance of the Policy by the Insurer to the Customer.
(b) “Applicable Law” means state, federal and local laws, regulations, rules, ordinances, judgments, decrees, temporary and permanent injunctions, writs, codes, administrative rulings, orders and directives of any court, governmental agency or entity with legal jurisdiction over the parties.
(c) “Enrolled” or “Enrollment” means the Customer’s inclusion of the Unit as covered under the Policy following the Resident’s execution of a deposit waiver form, whereby the Resident elects to pay additional, specified monthly (or other periodic) amounts instead of providing the traditional upfront deposit.
(d) “Fees” means the insurance premiums and all fees, charges, or other payments specified in this Deposit Alternative Section of the Product Terms and Conditions.
(e) “Insurer” means the duly licensed and rated commercial insurance carrier issuing the Deposit Alternative Policy to Customer.
(f) “Marketing Materials” are the printed or electronic vehicles potentially available to prospective or existing Residents. This encompasses all marketing and advertising vehicles that are reasonably expected to inform and make the procurement of Insurance readily available to Residents.
(g) "Marketing Platform" includes Customer's grounds on the real properties, the offices in the rental properties, any Customer websites or online Resident portals, including ResidentPortal and ProspectPortal, and any other means utilized to disperse advertising and Marketing Materials and documents, as further defined in 10 below.
(h) “Policy” is defined as the rental deposit alternative contractual liability insurance policy held by Customer.
(i) “Policy Documents” is defined as the insurance policy documents issued by the Insurer upon binding the Customer’s Policy.
(j) “Resident” means the occupant(s), or potential occupant(s) of the rental properties owned and / or managed by Customer.
(k) “Unit” means the specific rental property room that is the subject of a deposit waiver form that is executed by the Resident and the Customer.
Agreed Terms
In consideration of the mutual undertakings, promises, and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, Entrata and Customer agree as follows:
1. Deposit Alternative Insurance. Deposit Alternative is a rental deposit alternative contractual liability insurance policy, held by Customer, that gives the Customer the ability to include Units under the coverage provided by the Policy, provided the Resident has executed the deposit waiver form and elected to pay additional, specified monthly (or other periodic) amounts in lieu of providing the traditional upfront deposit. The Policy shall be maintained by Customer in its name, pursuant to the Policy terms, and Entrata will create and post charges for each Unit for which Enrollment is requested; Entrata will then invoice Customer for each Unit Enrolled under the Policy.
2. Entrata’s Obligations. Entrata will (i) present Customer’s Residents, through the leasing process, with the option of completing a deposit waiver from in lieu of a traditional rental deposit, (ii) create and post charges to the ledger for each Unit for which Enrollment is requested under the Policy; (iii) ensure all Enrollments and other requests for coverage are properly documented and sent to the Insurer; (iv) deliver to Customer the Policy and Policy Documents issued by the Insurer upon binding; and (v) collect all premiums and Fees directly from Customer for all insurance coverage under the Policy.
3. Suspension of Policy. Entrata may suspend Customer’s Policy if Customer fails to pay an invoice. Should Entrata suspend the Policy, Customer must promptly pay all outstanding amounts to restore coverage. If the Policy is suspended for any reason, Customer may lose insurance coverage in accordance with the terms of the Policy, and the Policy may be reinstated only at the discretion of the Insurer. Any suspension of the Policy does not constitute a breach of contract by Entrata, nor does it release Customer from this Agreement. Entrata will not be liable to Customer, Customer’s Residents, or any other third party for any damages arising out of suspension of the Policy.
4. Deposit Alternative Software. Entrata will provide to Customer access to certain software modules, within Customer’s Entrata environment, that allows Customer, among other things, to; (a) manage and report on Unit Enrollment in the Deposit Alternative program and under the Policy, (b) charge an administration fee periodically based on the premium frequency, and (c) communicate coverage activity.
5. Exclusive Marketing. During the Term of this Agreement, Customer shall grant to Entrata the exclusive right to utilize Customer’s Marketing Platform for the purpose of marketing the Deposit Alternative service to Customer’s residents and prospective residents. For this purpose, Customer’s Entrata will create, develop, and properly distribute all Marketing Materials, including any printed or electronic vehicles reasonably expected to inform and make Deposit Alternative readily available to prospective and existing Residents to Customer. Upon written notification, Entrata will use commercially reasonable efforts to correct any problems or errors in any of the Marketing Materials it provides.
6. Addition or Removal of Properties. Customer may add a property by executing an Amendment or Sales Order with Entrata; provided that, Customer may only remove properties from the list of properties covered by the Agreement if Customer loses management or ownership of the property.
7. Termination By Entrata if unprofitable. If, in Entrata's discretion, a property covered by this Agreement is unprofitable, Entrata may terminate such property by giving Customer forty-five (45) days' advanced written notice. In the event of termination under this Section 7, Entrata shall no longer offer Enrollments for the Residents of such property going forward. Existing Enrollments, if any, shall continue until terminated in accordance with Section 7 of this Agreement.
Unless Customer and Entrata have previously signed an Amendment or Addendum for the Digital Marketing Services Products, these terms govern the use of the Digital Marketing Services, including the paid ads Services, the SEO Services, ReputationAdvisor, and Marketing Strategy Hub provided by Entrata.
DEFINITIONS
1.1 "Engine Spend” means the amount the Customer spends in advertising on search engines (Google, Bing, etc.), not including the Management Fee.
1.2 “Management Fee” means the amount identified in SOW, Addendum or Amendment to be paid to Entrata for licensing the Product to, and managing the Product on behalf of, Customer.
1.3 “Marketing Strategy Hub” or “MSH” means that certain Product provided to Customer as a part of the Digital Marketing Services Product, whereby Customer is able to utilize certain integrations with third party web marketing platforms, as further described herein.
1.4 “PPC Campaign” means pay per click Internet advertising displays used to direct traffic to the Customer’s websites or displays that are shown on search engine results pages.
1.5 “PPC Services” means a package of recommended search engine marketing enhancements and Internet marketing purchases designed to manage a PPC Campaign.
1.6 “Property” means a property with respect to which Customer has subscribed to the Product.
1.7 “ReputationAdvisor” means that certain Product provided to Customer that permits Customer to respond to certain online reviews of Customer’s Properties, and manage online public perception of the same, as further described herein.
1.8 "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 websites.
SCOPE OF SERVICES
Entrata will enhance Customer’s Internet profile and search engine marketing for a number of websites, at the rates and subject to the fees stated in the SOW, Addendum or Amendment. The Software for the Digital Marketing Services shall reside on Entrata’s ASP Server. The purpose of the Product is to increase Customer’s web presence as follows: Internet users type a query or query string into a search engine; the users then land on a search engine results page with both organic listings and paid ads; organic listings are derived through algorithmic and mathematical formulas, which can be enhanced (and rank improved) through the SEO Services; pay per click ads are triggered by matching the query with keywords in PPC Campaign accounts, which are purchased from the search engines (according to a bidding process) via the PPC Services. The placement and position of the ads are determined by both the maximum cost per click bid 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 the Customer’s landing page. Additionally, Customer will be alerted, via ReputationAdvisor, to Resident reviews posted to various websites, wherein Customer may respond and manage public perception of its Properties. Through the Marketing Strategy Hub, Entrata will provide Customer with the ability to integrate with and transmit certain Customer Data to various web marketing platforms with which Entrata has developed an integration (e.g., Google My Business, Facebook Marketplace, Yext, etc.). MSH will also allow Customer to access and manage certain subscriptions through such integration services and report on leads and conversions generated through the same.
RESPONSIBILITIES OF CUSTOMER
Responsibility for Content. Entrata will facilitate and manage PPC Services and SEO Services. For PPC Campaigns, Entrata will work directly with Customer on ad copy and information, which will be based on information on the Customer’s Properties’ websites. Customer understands that all ad copy utilized by Entrata’s Digital Marketing Specialists shall be collected from information, data, text, software, music, sound, photographs, graphics, video, messages, or other materials (for purposes of the Digital Marketing Service, "Content"), made available by Customer either directly or indirectly (e.g., from Customer’s websites). Customer assumes full and sole responsibility and legal liability for any and all of Customer’s Content, including without limitation, (a) all ad content, ad information, ad targeting options and keywords and ad URLs, whether generated by or for Customer; and (b) the text, metadata, keywords, links, landing pages, and availability of the websites. If Customer elects to change Content, all static or animated images must be created by Customer and provided to Entrata. Customer further agrees to keep its posts to social media, and/or any other site to which Customer may post content via ReputationAdvisor of MSH, reasonable in size and number so as to not unduly burden the Product. Customer further agrees to not use the Product 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 MSH, 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.
Cancellation and Modification. Unless Customer instructs Entrata to opt out of certain PPC Campaign placements, Customer understands, authorizes and agrees that ads may be placed on any content or property provided by a pay-per-click advertising platform. Customer gives Entrata the authority to act on its behalf with respect to Google AdWords and/or BingAds online auction-based advertising, in order to modify keywords and settings in a timely manner. Customer must provide Entrata with timely written notification by the twentieth (20th) of the month if it wants to amend or cancel any specific PPC Campaign for the following month. Customer understands that the search engines will choose the timing and manner of any such cancellation, and Entrata cannot control the same. When using the PPC Services, Customer shall not advertise anything illegal or engage in any illegal or fraudulent business practice.
Representations and Warranties; Indemnification. Customer represents and warrants that all Customer Content provided to Entrata or the web marketing or social media platforms via the Product, whether directly or indirectly, is complete, correct, and current, and the use by Entrata or such platforms of any Customer Content will not violate any applicable law, regulation, code of conduct, or third-party rights (including without limitation Intellectual Property Rights). Customer shall indemnify, defend and hold harmless Entrata and each Entrata Indemnitee from and against any and all Losses incurred by an Entrata Indemnitee as a result of a claim, suit, action or proceeding brought by a third party to the extent related to (a) a violation of the foregoing, or (b) Entrata’s creation and use of derivative works of such Content. Customer further represents that while using the PPC Services, it shall not utilize another agency to provide the same or similar services, which might constitute “double serving.” Engaging in double serving could result in account suspension by the search engines and negatively affect the success of the SEO Services, for which Entrata will not be liable.
Compliance with Laws and Regulations. Customer will comply with all applicable laws and regulations in connection with or affecting the use of the Product. Customer will not use the Product to engage in any activity, directly or indirectly, that is illegal or fraudulent. Customer shall be solely responsible for its actions and the actions of its personnel while using the Product. Customer agrees to abide by all local, provincial, national, and international laws and regulations applicable to Customer's use of the Product, including without limitation all laws regarding the legality of electronic communications through the Product. Customer agrees to familiarize itself and comply with amendments to local, provincial, and national laws and regulations related to the use of the Product. It is Customer's sole responsibility to understand and comply with such laws.
RESPONSIBILITIES OF ENTRATA
Access. Customer acknowledges that for so long as Entrata provides the Product, Entrata shall have administrative access to manage all aspects of Customer’s pay per click advertising accounts. Should Customer have existing pay per click advertising accounts, Customer shall grant to Entrata administrative access and change access to all other individuals to “read only.” Entrata shall provide Customer with access to the PPC Services, the SEO Services, ReputationAdvisor, and the Marketing Strategy Hub for each of Customer’s ProspectPortal websites, which are hosted by Entrata on behalf of Customer.
PPC Services Features. The PPC Services features include, but are not limited to, the implementation of, monitoring of, and consulting with Customer on: PPC Campaigns; the selection of optimal keywords to be used for the PPC Services; managing accounts, in Entrata’s reasonable discretion and according to Customer’s reasonable directions, for which Entrata has been granted access; the creation of ads and landing pages for use in PPC Campaigns; and 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 within the pay-per-click platform. Unless otherwise directed by Customer, PPC Campaign ads may be served on a variety of advertising platforms, including but not limited to Google, Microsoft (Bing), Facebook, Twitter, YouTube, LinkedIn, and simpli.fi.
SEO Services Features. The SEO Services features include, but are not limited to, the creation of content for Customer’s webpages, including up to two revisions of such content (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); a dedicated Digital Marketing consultant; Google Analytics & Google Search Console setup; advanced SEO reporting dashboard with event tracking; extensive keyword research of local web traffic; SEO optimization of homepage; SEO optimization of all subpages (e.g. Overview, Photos, Floorplans); local directory listings; Yahoo local listing; Bing local listing; Yelp listing; on-page content writing; SEO friendly social icons addition to website; social posting; Facebook page creation; Twitter page creation; and Google My Business account creation.
Content Management. Entrata’s Digital Marketing Specialists will create customized content following industry standards to optimize click-through performance. Customer acknowledges that PPC Campaign ads may be modified from time to time, based upon performance. If Customer is utilizing another provider for the same or similar services, Customer acknowledges that Entrata shall not be liable for account suspension due to “double serving.” A copy of Google’s Third-Party policy is available to review here: https://support.google.com/adspolicy/answer/6086450?hl=en.
DISCLAIMER
Entrata does not warrant or make any representations concerning the accuracy or likely results of the Product. Entrata disclaims all guarantees regarding the positioning, levels, quality or timing of any of the PPC Campaigns, including but not limited to the (a) costs per click; (b) click through rates; (c) conversions or other results for any ads; and (d) location of ad placements. 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 at the search engine’s 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, or 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.
Upon termination of Customer’s subscription to the Product in accordance with the Agreement, Entrata shall transfer access to any administrative accounts to an individual of Customer’s choosing, and Entrata’s access to such accounts shall be relinquished.
Date Updated: September 13, 2024
1. OVERVIEW
Entrata Academy is Entrata’s learning management system that provides engaging training courses. With Entrata Academy, users can become proficient in managing day-to-day tasks within the platform, as well as earn certifications in different specialties, like Leasing Workflow, Leasing Setup, and others. Entrata Academy content helps teams save time with a hands-off approach to training new associates and keeping current employees up to speed. Entrata Academy’s enhanced reporting features give managers insight into each learner’s training progress and can help optimize consistency amongst team training overall.
Once added to Customer’s Agreement, the selected tier of Entrata Academy will apply to all of customer’s Properties on a go-forward basis and shall be billed to Customer on a per unit basis. Entrata Academy Elite cannot be downgraded to Entrata Academy during Term of the Agreement. Each tier of Entrata Academy comes with the ability to run four (4) standard reports and allows Customer to build custom reports.
2. SCOPE OF USE
Entrata Academy will contain courses relating to Customer’s use of the Platform. While Customer may not upload its own content at this time, Customer may be allowed to upload content for its users to view in the future. In addition to those obligations found under this Entrata Academy Section of the Product Terms and Conditions, Customer shall not knowingly, and shall not knowingly permit others, in using the Entrata Academy Services to: (i) defame, abuse, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as rights of privacy, publicity and intellectual property) of others or Entrata, or interfere with another party’s use of the Services; or (ii) transmit or upload any Material through the Entrata Academy Services containing viruses, trojan horses, worms, time bombs, cancelbots, or any other programs with the intent or effect of damaging, destroying, disrupting or otherwise impairing Entrata’s, or any other person’s or entity’s, network, computer system, or other equipment.
Entrata has no obligation to monitor the Customer’s use of the Services; however, Entrata reserves the right, upon confirmation of material non-compliance with the terms of the Agreement, to monitor such use, and to review, retain and disclose any information as necessary to ensure compliance with the terms of the Agreement, and to satisfy or cooperate with any applicable law or regulation, or duly served legal process or governmental request.
All Services will be provided by Entrata and its Affiliates directly or through a third party supplier. In the event such Services are provided through a third party supplier, Entrata shall remain primarily responsible for performance of its obligations under the Agreement. Use of Entrata Academy will not be subject to any uptime SLAs in place under the Agreement. Customer acknowledges that certain maintenance activities regarding Entrata Academy may be necessary or appropriate, from time to time, including bug fixes, software updates, feature updates, and the addition of new applications and new modules. Entrata will use commercially reasonable efforts to perform routine scheduled maintenance during non-business hours.
Customer is solely responsible for integration and use of the Services for any employment-related purpose and assumes all obligations and liability with respect to its and its employees' use of the Services, including training of its employees to perform their duties, performance evaluation, and professional development.
3. DISCLAIMERS
Use of Entrata Academy requires a modern web browser that supports cookies and JavaScript. Entrata neither represents nor warrants that the Services will be accessible through all web browser releases or all versions of tablets, smartphones, or other computing devices. Entrata Academy currently supports the following browsers https://www.docebo.com/online-training-lmssystem-requirements/ (which is subject to change, in Entrata’s sole discretion).
Entrata may suspend the Entrata Academy Services, upon notice and a reasonable opportunity to cure, in the event of a material violation by the Customer of the Agreement, until such violation ceases and Entrata receives reasonable assurances that such violation will not continue. If Entrata believes, in its sole reasonable discretion, that the Entrata Academy Service is being currently used for criminal activity, in a manner that violates the legal rights of Entrata, its Affiliates or its suppliers or other third party, or is experiencing an actual data loss or data misappropriation, or that the continued operation of the Entrata Academy Software in potential danger of data loss, data breach, or catastrophic failure, then such suspension may occur prior to the giving of such notice to the Customer.
4. INTELLECTUAL PROPERTY RIGHTS
No Intellectual Property Rights to the Entrata Academy Software, Service or content hosted by Entrata therein is transferred to Customer under this Section of the Entrata Academy Product Terms and Conditions. Use of Entrata Academy shall be subject to the Grant of Rights outlined in the Agreement. All title, ownership rights, and Intellectual Property Rights in Customer Data that the Customer owns, and/or that the Customer or its users upload to the Entrata Academy Services, will remain owned exclusively by the Customer, or other third party(ies), as the case may be.
1. RESPONSIBILITIES OF CUSTOMER
1.1 Administrative System. Entrata will provide Customer with Access Credentials that allow Customer to administrate over certain functionality of the Entrata Accounting Product.
1.2 Reports. Customer is solely responsible for communicating with the Administrative System to receive reports related to the Entrata Accounting Product. Entrata may also post reports in the Administrative System and send reports of certain transactions to Customer via email, if requested by Customer.
1.3 Use of Entrata Accounting Software. Customer agrees to use the Entrata Accounting Product ("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 Users 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. RESPONSIBILITIES OF ENTRATA
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 Product.
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 Product, and may at its discretion collect Customer data for the purposes of enforcing the Agreement.
3. DISCLAIMERS, INDEMNIFICATION, WARRANTIES
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 attorney 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 and each Entrata Indemnitee from and against any and all Losses incurred by an Entrata Indemnitee as a result of a claim, suit, action or proceeding brought by a third party to the extent:
4. INTELLECTUAL PROPERTY RIGHTS
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.
Date Updated: November 26, 2024
1. SCOPE OF USE
Entrata Affordable is the central product in Entrata’s Product offering for properties participating in the US Department of Housing and Urban Development (HUD) Multifamily Housing Program or otherwise qualifying for the Low Income Housing Tax Credit (LIHTC). Entrata Affordable provides functionality for: determining eligibility of households; calculating rent; processing certifications; generating Housing Assistance Payment (HAP) requests; processing special claims; creating and sending Tenant Rental Assistance Certification System (TRACS) files; state reporting; and compliance monitoring, including solutions for managing compliance for HUD and LIHTC program properties. These Entrata Affordable Product Terms describe certain obligations of Customer with respect to its use of this Product. For clarity, the term “Software” as used in this section includes Entrata Affordable.
The Software provided includes access to a cloud-based affordable-property-specific property management system that supports (a) property management and leasing, including property data and unit data / availability for government-subsidized housing; (b) tenant management, including leasing move-ins, move-outs, and transfers; (c) ledger, including recurring / one-time charges, payments, refunds, and 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 smartphone; and (f) compliance with HUD and LIHTC requirements. 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. RESPONSIBILITIES OF CUSTOMER
2.1 Administrative System. Customer will be given access to the Software via its existing Access Credentials. 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. Customer shall comply with all applicable laws and regulations in connection with, or affecting, Customer’s use of the Software and 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. While the Software provides support for certain affordable housing programs, Customer shall remain responsible for, and accepts all liability arising from, compliance with all applicable laws and regulations, including but not limited to generating HAP requests and creating TRACS files. Entrata makes no express or implied warranties with respect to the Software’s ability to ensure Customer’s compliance with applicable laws and regulations.
2.3 Compliance Provider. As a condition to utilizing the Software and to ensure appropriate compliance management, Customer must engage a qualified third-party compliance service provider (a "Compliance Provider") or retain a qualified internal compliance manager. Customer acknowledges that even if a Compliance Provider is engaged, Customer continues to be fully responsible for its compliance with applicable laws and regulations.
2.4 Limitations. Entrata currently provides support for the following affordable programs: HUD Section 8, HUD Section 202, Low-Income Housing Credit. 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 only. Customer may only use the Software for those Licensed Properties set forth in the Agreement. The Software may be accessed only by Customer’s employees or other authorized personnel working for or on behalf of Customer at Customer’s location. Customer is solely responsible for procuring and maintaining any computer hardware necessary to remotely access, use, and store data within the Software.
2.5 Indemnification. In addition to the indemnification obligations found in the underlying Agreement, Customer will indemnify, defend and hold harmless Entrata, its owners, officers, employees, and agents, from and against any and all third party claims, actions, proceedings, judgments, losses, liabilities, costs and expenses (including attorneys’ fees) that arise from or relate to: (i) Customer’s actions or omissions with regard to the Services; and (ii) arising from or related to Customer’s violation of applicable laws or regulations.
3. RESPONSIBILITIES OF ENTRATA
3.1 Access. Entrata shall provide Customer with access to the Software through Entrata for the number of Properties and at the rates set forth in Customer’s Statement of Work, Sales Order or amendment.
3.2 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, good faith methods; however, Entrata may use such Customer information to provide comparable data analysis in furthering the functionality of the Software and Service.
3.3 Product Delivery. Entrata will deliver the Software to Customer over the Internet.
3.4 Training and Customer Support. Entrata representatives will use commercially reasonable efforts to train and provide support to Customer regarding the use of the Software. This support may include customer support and/or software updates, upgrades, enhancements, or modifications to the Software. While Entrata provides support to Customer, such support is not intended to and does not ensure compliance with applicable housing laws and programs. Customer remains solely responsible for such compliance.
3.5 Nature of Relationship. Entrata may refer or provide access to Customer the services of a Compliance Provider . Customer acknowledges that the Compliance Provider is an independent third party, not a contractor or agent of Entrata, and may serve other clients. Any agreement between Customer and a Compliance Provider is solely between those parties, and Entrata shall not be involved in or liable for any aspect of the relationship. Entrata makes no representations or warranties as to quality or completeness of Compliance Provider's services, and disclaims all responsibility and liability for Compliance Provider's actions or omissions.
This Entrata Bill Pay Customer Agreement (the “Agreement”) sets out the terms and conditions governing the use of Entrata Bill Pay and Utilities Bill Pay Services (the “Bill Pay Services”) and the Emergency Utility Payment Services by the Customer identified in this Agreement. Until amended by Section 11.2 of this Agreement the Bill Pay Services and the Emergency Utility Payment Services are sponsored and provided by Zions Bancorporation, N.A. (“Zions”), to which EntrataPay, LLC (hereinafter “Entrata”), an affiliate of Entrata, Inc., is a service provider. Entrata will provide to Zions with access to the “Entrata Platform,” defined below, to effect “Transactions” for Customer. Among other things, in order to effect the Transactions, Zions will open a Master Account for Entrata Customers through which Transactions will be effected for Customer
This Agreement is among Entrata, Zions and Customer. Capitalized terms used in this Agreement, to the extent not otherwise defined herein, have the same meaning as in Customer’s Service Level Master Agreement or Master Services Agreement, as applicable.
1. Overview of Services
1.1 The Entrata Bill Pay Platform (the “Entrata Platform”) is a secure vendor payment solution for Entrata Customers provided and sponsored by Zions through its service provider, Entrata who administers the Entrata Platform for Zions. Zions may use other agents and service providers to assist Zions in administering the Entrata Platform and the delivery of the Bill Pay Services and the Emergency Utility Payment Services to Customers upon the receipt of Payment Instructions through the Entrata Platform for Customer. Specifically, Entrata provides Payment Instructions to Zions made by Customers on the Entrata Platform. Upon receipt of Payment Instructions received by Zions from Entrata through the Entrata Platform, the Bill Pay Services will be provided by Zions, which are performed at Zions’ direction and subject to Zions’s supervision and control. For the avoidance of doubt, Entrata is not the provider of any money transmission services and at no time takes possession or control of Customer funds.
1.2 The Entrata Platform simplifies the task of paying designated Payees in a seamless, secure, and efficient way through the Entrata Platform. Customer may use the Entrata Platform to initiate payments to Payees (as defined below) via ACH, Virtual Card and/or electronic or paper Check payments issued by Zions on behalf of a Customer. Customer may purchase the Entrata Platform and specified Bill Pay Services for use in connection with identified Payee and Payee’s Accounts, at the rates declared and subject to the fees stated in the Bill Pay Fee Schedule shown in the Amendment/Sales Order. Zions will debit Customer’s Payment Account, and payments to Payees will be made via ACH, Virtual Card or if either ACH or a Virtual Card are not available, Check. These Transactions will be initiated through the Entrata Platform, with Entrata acting as a vendor to Zions, and through which Zions and Entrata shall be authorized by Customer to create Checks, ACH payments, or Virtual Card payments. Zions and Entrata will process debit entries for the purpose of initiating payments from Payment Accounts pursuant to the terms of the Laws, Rules and Regulations governing ACH and Check Transactions. Any Virtual Card payments made to Payees may also be governed by terms and conditions applicable to such Virtual Cards.
1.3 To the extent the Customer has elected to receive the Emergency Utility Payment Services from Zions, the Customer requests Zions to pay utility bills on an emergency basis by contacting Zions’ service provider, Entrata, to submit the request. To receive the Emergency Utility Payment Services, the Customer must also receive the Utilities Bill Pay Services. Fees for the Emergency Utility Payment Services are stated in the Emergency Utility Payment Services Fee Schedule shown in the Amendment/Sales Order. Please see Section 10 for the specific terms and conditions applicable to the Emergency Utility Payment Services. To the extent any terms and conditions herein are inconsistent with the terms and conditions in Section 10, the terms and conditions in Section 10 will control.
1.4 Customer acknowledges the settlement of the funds in connection with Customer’s use of the Bill Pay Services and Emergency Utility Payment Services are services provided directly to Customer by Zions and Zions shall hold and control funds at all times associated with the Bill Pay Services and Emergency Utility Payment Services as governed by this Agreement. Customer agrees that Entrata will administer the Entrata Platform, the Bill Pay Services, and the Emergency Utility Payment Services provided to Customer, including the supply of marketing and administrative services but on behalf of and under the oversight of Zions.
2. Definitions
2.2 “ACH Network” means Automated Clearing House Network, which is a batch processing, store-and-forward system that accumulates and sorts ACH Transactions by destination for transmission during a predetermined time period.
2.3 “ACH Transaction” means the processing of an electronic fund transfer between banks across the ACH network.
2.4 “Bill Pay Services” means the payment services available through the Entrata Platform that enable a Customer to initiate payment to Payees via ACH, Virtual Card and/or electronic or paper Check payments issued by Zions or its third-party vendor(s).
2.5 “Business Day" means every Monday through Friday during which Zions’ branch offices are opened for general banking business, excluding federal or state banking holidays.
2.6 “Check” means a negotiable demand draft drawn on or payable through (i) a financial institution, (ii) a Federal Reserve Bank, or (iii) the Treasury of the United States.
2.7 “Due Date" means the date reflected on a Payee’s statement or invoice for which the payment is due; not the late date or grace period.
2.8 “Emergency Utility Payment Services” means the payment services that allows Entrata Customers to pay utility bills on an immediate basis.
2.9 “NACHA” means the National Automated Clearing House Association.
2.10 “NSF” has the meaning ascribed to it in Section 3.10.
2.11 “NSF Fee” means the fee that is charged to a Customer by Zions when a Transaction results in a notification of non-sufficient funds.
2.12 “ODFI” means Originating Depository Financial Institution, which is the financial institution that receives payment instructions from Customer and forwards the entries to the ACH Network.
2.13 "Payment Instruction" means all necessary information required to be provided by Customer to Zions or Entrata for a payment to be made to the Payee (such as, but not limited to, Payee’s name, Payee Account, bank routing number and Scheduled Payment Date).
2.14 “Payee” means the entity or individual to whom Customer has directed the payment of funds and may include Zions with respect to Customer’s use of the Emergency Utility Payment Services. In addition to vendors, Payee may also mean residents who need to be paid a refund via accounts payable.
2.1 “Payee Account” means the designated account of Payee into which payments will be deposited or directed.
2.16 "Payment Account" means Customer’s bank account chosen by Customer, from which payments will be debited or credited.
2.17 “Property” means the multifamily or commercial real estate property on whose benefit the Bill Pay Services will be provided, as more fully identified on a duly executed Sales Order or Amendment
2.18 “RDFI” means Receiving Depository Financial Institution, which is the institution that receives the ACH entries from Zions or Entrata and posts the entries to the accounts of Payees.
2.19 “Returned Entries” means any Transactions returned from the RDFI.
2.20 “Reserve Account” has the meaning ascribed to it in Section 3.2.
2.21 “Reversal Fee” means the fee applied to a Transaction when Customer chooses to reverse a Transaction back to the Payment Account.
2.22 “Laws, Rules and Regulations” means, among other things, applicable federal and state laws and regulations governing the Bill Pay Services, including federal banking laws, state uniform commercial codes, the operational rules of NACHA and credit card associations, and other rules governing ACH payment transfers.
2.23 "Scheduled Payment Date" means the day Customer selects a payment to be deducted from Customer’s Payment Account unless the Scheduled Payment Date falls on a non-Business Day, in which case it will be scheduled for the next Business Day.
2.24 "Scheduled Payment" means a payment that has been scheduled through the Entrata Platform but has not begun processing.
2.25 “Transaction” means any debit or credit entry from or to a Payment Account or the Master Account through the Entrata Platform.
2.26 “Virtual Card” means a digital credit card designed for one-time use as payment to Payees in connection with the Bill Pay Services provided hereunder which allows Customer’s designated Payee to access funds available for payments.
3. Responsibilities of Customer
3.1 Bill Pay Account Approval. Customer is responsible for successfully completing the Bill Pay Services application process, as well as to accept any additional terms and conditions required by Zions or its affiliates in connection with Customer’s use of the Bill Pay Services. Without limiting the foregoing, the Bill Pay Services application will require Customer to provide detailed company information and certain Customer documentation to Zions and Entrata that may include, but is not limited to, a copy of the corporate governmental filings, bank statements and/or invoices, a business profile, a management agreement, and information regarding beneficial owners and certain officers or directors. The application must be completed and executed by a duly authorized representative for Customer and a Payee or Property owner, if necessary. Customer agrees that Zions and Entrata may share application information with their financial service providers in connection with and the course of providing Bill Pay Services hereunder. If Zions’ underwriting requires Customer to sign an entity guarantee, Zions may require Customer to provide, among other things, tax returns, current financial statements, tax information, and last full year and year-to-date financial statements. If Customer at any time is unwilling to cooperate or if account approval is denied due to credit history, a history of bankruptcy, a history of fraudulent transactions, or for any other reason, Zions will not be obligated to refund or credit to Customer any set up fees paid.
The foregoing notwithstanding, upon mutual agreement between Customer, Zions, and Entrata, Customer may request that individual fee-managed Properties be separately considered for approval pursuant to the process described above, or, in the sole discretion of Zions, such Properties may be separately underwritten by Zions, and such Properties’ accounts managed through the Entrata Platform. In the event Zions agrees to underwrite an individual Property, an owner or duly authorized officer of such Property must execute a copy of the underwriting documentation and agree to all the terms and conditions set forth herein as a Customer hereunder. In connection with such underwriting approval, Zions may require each Property to provide the financial information referenced above. Customer’s enrollment in the Bill Pay Services may not be completed if Zions or Entrata cannot verify Customer’s identity or lacks other necessary information required to permit Zions to underwrite Customer or otherwise comply with Zion’s requirements, including, among other things, federal and state anti-money laundering rules and regulations. Customer grants to Zions and Entrata the right, and Customer will confirm this right in writing, if necessary, to obtain financial information regarding Customer’s accounts from a Payee or Customer’s financial institution (for example, to resolve payment posting problems or for verification).
3.2 Additional Assurances and Reserve Account. Based upon a risk analysis, Customer acknowledges that Entrata may from time to time require that Customer fund specified amounts as reserve funds to be kept available in an account (the “Reserve Account”) for purposes of backstopping liability Entrata incurs in the course of providing the Bill Pay Services and Emergency Utility Payment Services hereunder. Entrata will provide written notice to Customer of any reserve requirement, and Customer shall immediately fund the Reserve Account to meet such requirements. Entrata may withhold and use any amounts due to Customer through the course of providing the Bill Pay Services and Emergency Utility Payment Services hereunder to maintain any Reserve Account at levels specified by Entrata. Entrata may debit the Reserve Account to exercise its rights under this Agreement and to collect any amounts due to Entrata, including, without limitation, rights of set-off and recoupment. As alternatives to the security Reserve Account, the owner or an officer of the Customer may provide a personal guarantee (upon providing his/her driver’s license) for amounts due under this Agreement (and other required information), or the Customer may enter into an entity guarantee or provide a letter of credit in a form satisfactory to Entrata.
3.3 Set-off by Zions. Any Reserve Account established by Entrata shall be established and opened at Zions, and Zions shall be authorized to exercise any offset rights it holds to the fullest extent permitted by law against any claim, debt or entitlement owned by Entrata or a Customer to Zions.
3.4 Use of Bill Pay Services. Customer agrees to use the Bill Pay Services and Emergency Utility Payment Services only for the Customer’s business purposes and subject to the limitations and restrictions set forth in this Agreement. For purposes of clarity, Customer acknowledges and warrants that the Bill Pay Services and Emergency Utility Payment Services will not be used for personal, family or household purposes. Customer’s use of the Bill Pay Services and Emergency Utility Payment Services may be on behalf of Property owners as an agent of such owners. The Bill Pay Services and Emergency Utility Payment Services may be accessed only by Customer’s employees or by other authorized personnel working for the Customer at Customer’s established business offices. Additionally, as a condition precedent to using the Bill Pay Services and Emergency Utility Payment Services, Customer shall comply with the following: (a) Customer shall be responsible for training its own employees in the use of the Entrata Platform,Bill Pay Services and Emergency Utility Payment Services; (b) Customer will use the Bill Pay Services and Emergency Utility Payment Services in accordance with the documentation and related instructions relating to the operation of the Entrata Platform, the Bill Pay Services, and Emergency Utility Payment Services, and will provide, at its own expense, an Internet connection, and all other computer hardware, software and other equipment and supplies required to use the Bill Pay Services, Emergency Utility Payment Services and the Entrata Platform; (c) Customer shall be responsible for verifying Zion’s and Entrata’s receipt of Customer’s transmissions by verifying that debits have been made from the appropriate Payment Account, and will cooperate in any investigation and in resolving any unsuccessful or lost transmission through the Entrata Platform with Zions or Entrata; (d) Customer shall be responsible for installing and implementing any changes and upgrades to the Entrata Platform as required by Zions or Entrata within five (5) days to ensure compliance with regulatory changes or developments, or to protect the integrity and security of the Bill Pay Services, Emergency Utility Payment Services, and the Entrata Platform. Customer will ensure that the equipment used in connection with the Entrata Platform and Bill Pay Services complies with Zions’ and Entrata’s minimum system requirements, is operating properly and ensure that the any information provided by Customer or its representatives is accurate; (e) Customer shall treat as confidential information, and shall preserve the confidentiality of any user identification, password, test key, or other code or authentication method provided by Zions or Entrata or otherwise required for use of the Entrata Platform, the Bill Pay Services, and the Emergency Utility Payment Services, and shall further prevent the use of the Entrata Platform by unauthorized persons. Customer assumes full responsibility for the consequences of any missing or unauthorized use of or access to the Entrata Platform or disclosure of any confidential information or instructions by Customer, its employees, and agents; (f) Customer acknowledges that it has been advised to store payment information in a secure environment for such time as Customer deems necessary and advisable. Customer shall take appropriate security measures to ensure that: (i) only authorized personnel shall have access to the Entrata Platform, the Bill Pay Services, and the Emergency Utility Payment Services, including, but not limited to, Checks, and (ii) that the information contained on such Checks or on any corresponding imaged items are not disclosed to third parties.
Customer acknowledges receipt of disclosures and account agreements governing Zions’ deposit accounts, as well as all technical materials, operating instructions necessary to operate the Entrata Platform.
3.4 Scheduling Payments for Bill Pay Services. The earliest possible Scheduled Payment Date to a Payee will be designated within the Entrata Platform when Customer schedules the payment. When scheduling payments, Customer acknowledges that selecting a Scheduled Payment Date that is later than the Due Date reflected on the invoice or statement may result in additional fees charged by a Payee. If the actual Due Date falls on a non-Business Day, Customer acknowledges that in order for payment to be received by Payee by the Due Date, Customer must select a Scheduled Payment Date that is at least seven (7) Business Day prior to the Due Date. Customer is responsible for reviewing the scheduled payment, including acknowledging any warning message that may be displayed in the Entrata Platform prior to submitting a payment. If Customer submits a payment in error and the payment has been processed electronically to the Payee, (e.g., via ACH or Virtual Card), Customer must resolve the error with the Payee directly. If Customer submits a payment that has been processed as a Check made payable to the Payee and the Check has not yet cleared the Payment Account, Customer may request that payment be stopped on the Check by contacting Bill Paysupport@entrata.com. While commercially reasonable efforts will be made to accommodate the request to stop a Check payment that has not cleared the Master Account, Zions and Entrata will have no liability for failing to do so. Customer may also be required to present a stop payment request in writing within (14) days. The charge for each stop payment request will be the current charge for such service as set out in the applicable Bill Pay Services fee schedule.
3.5 Restricted Use and Payment Exceptions. Customer may not use the Bill Pay Services and Emergency Utility Payment Services to process transactions restricted by Federal Reserve Regulation GG (12 C.F.R. Part 233). Restricted transactions generally include, but are not limited to, those in which credit, electronic fund transfers, checks, or drafts are knowingly accepted by gambling businesses in connection with the participation by themselves or others in unlawful Internet gambling. Customer shall not use the Entrata Platform, Bill Pay Services or Emergency Utility Payment Services to conduct any transactions that would violate the laws of any state or the United States, including the economic sanctions administered by the U.S. Treasury’s Office of Foreign Assets Control (“OFAC”) or anti-money laundering laws and regulations administered by FinCEN. Customer further acknowledges that Zions and Entrata do not recommend the Customer use the Bill Pay Services and Emergency Utility Payment Services for tax payments and court ordered payments. While a Customer may use the Bill Pay Services for such payments, such payments are scheduled at Customer’s own risk and in no event shall Zions or Entrata be liable for any claims or damages resulting from Customer’s scheduling of these types of payments. All research and resolution, including research time and related costs, for any misapplied, misposted, or misdirected funds for such payments will be the sole responsibility of Customer. Payments to Payees outside of the United States or its territories are prohibited through the Entrata Platform. Customer will not use the Bill Pay Services or the Emergency Utility Payment Services to engage in any activity that is directly or indirectly illegal or fraudulent.
For purposes of clarity, it is Customer’s responsibility to fulfill any compliance requirements or obligations that Zions, Entrata and/or Customer may have with respect to the Bill Pay Services and the Emergency Utility Payment Services under Laws, Rules and Regulations. Zions reserves the right to refuse to pay any Payee to whom Customer may direct a payment, if Zions deems, in its sole discretion that such a payment may violate Laws, Rules and Regulations or this Agreement. Entrata will notify Customer promptly if Zions refuses to pay a Payee. This notification to a Customer is not required if Customer attempts to make a prohibited payment or an exception payment under this Agreement. Customer shall not use the Entrata Platform in any way that infringes on the intellectual property rights of any third party or download or upload anything while using the Entrata Platform that contains any viruses or other computer programming routines that could damage, detrimentally interfere with, surreptitiously intercept, or expropriate the Bill Pay Services or the Emergency Utility Payment Services, data or personal information of any person or entity. Customer agrees not to use the Bill Pay Services, the Emergency Utility Payment Services, or any content from Zions or Entrata or any information learned from any of the foregoing for any purpose other than those specifically contemplated herein.
3.6 Force Majeure. Except for payment obligations of amounts due under this Agreement, no party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; pandemic; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
3.7 Payment Authorization and Payment Remittance. By providing Entrata with the names and account information of Payees to whom Customer directs payments using the Entrata Platform, Customer authorizes Zions and Entrata to follow the Payment Instructions that it receives from Customer with respect to the identified Payee. . In order to process payments more efficiently and effectively, Zions or Entrata may edit or alter payment data or data formats provided by Customer or a Payee. In the event additional assistance is needed to facilitate the completion of a Payee's vendor payment profile within the Entrata Platform, Customer authorizes Entrata to contact Payee directly to provide instructions regarding Payee’s correct profile set up. When a Customer submits a Payment Instruction, Customer authorizes Zions or Entrata to debit Customer’s Payment Account and remit funds on Customer’s behalf, deducted on the Scheduled Payment Date designated by Customer. Customer also authorizes Zions or Entrata to credit Customer’s Payment Account for payments returned to Zions for any reason, or payments remitted to Customer on behalf of another authorized user of the Bill Pay Services. Customer acknowledges the Entrata Platform will select the most effective Payee payment type on Customer’s behalf. Customer hereby authorizes Zions and Entrata to determine a Payee’s payment type(s) based on the following priority: Virtual Card (if available), ACH Transaction, and Check. Virtual Cards shall not be available as a payment type for refunds to residents. Zions and Entrata will use commercially reasonable efforts to make all Customer’s payments accurately. However, Zions and Entrata shall bear no liability if Zions or Entrata is unable to complete any Payment Instruction or there are errors in payments that are initiated by Customer caused by, in whole or in part, any one or more of the following circumstances:
If none of the foregoing exceptions are applicable, and Zions or Entrata causes an incorrect amount of funds to be debited from Customer’s Payment Account or causes funds from Customer’s Payment Account to be directed to a Payee which does not comply with Customer’s Payment Instruction, Zion’s and Entrata’s sole responsibility and Customer’s sole remedy shall be for Zions or Entrata to return the improperly transferred funds to Customer’s Payment Account, and to direct to the proper Payee any previously misdirected Transactions, and, if applicable, for any late payment related charges.
3.8 Payment Modification or Cancellation. Customer acknowledges that once a Payment Instruction is submitted to the Entrata Platform, it cannot be modified. However, Zions and Entrata will make commercially reasonable efforts to process a cancel payment request, provided that the payment method will allow for such a stop payment request. Customer acknowledges that Zions and Entrata may not have the ability to complete a cancel payment request after a payment has been processed. In the event of Scheduled Payment requests, Customer may be required to submit cancel payment requests fourteen (14) days prior to the Scheduled Payment. All such requests must be submitted to Zions through Entrata in proper form, executed by authorized personnel of Customer, and delivered by hand or facsimile to the appropriate designee of Entrata within the timeframe established by Laws, Rules and Regulations. Customer agrees that Zions and Entrata will not be liable for any losses, directly or indirectly, incurred by Customer or other third parties as a result of Zion’s or Entrata’s inability to make any requested modification or deletion before the Transaction has been submitted to the Entrata Platform. Customer acknowledges that Zions and Entrata will not be liable to Customer or any third-party for the failure or inability to complete a canceled payment request. Fees for each cancel payment request may vary depending on third parties and then-current fee rates. Customer may also be required to issue a return transfer with Customer’s financial institution. If available as part of the Bill Pay Services, Customer may edit any Scheduled Payment (including recurring payments) prior to the Scheduled Payment date by following the directions within the Entrata Platform.
3.9 Identifying Routing and Account Numbers. Customer acknowledges that Zions and Entrata may rely solely on routing and account numbers provided by Customer to determine the bank and related account of the Payee, even if the numbers identify a bank or account holder that differs from the information that Customer has identified as a Payee Account. In other words, if the Customer provides an account number and the name of the account, Zions and Entrata may rely solely upon the account number and related data provided.
3.10 Failed or Returned Transactions. In the event a Transaction is rejected or returned to the Entrata Platform for reasons related to insufficient funds in Customer's Payment Account (“NSF”), Customer will receive a notification from Entrata. Customer is solely responsible for depositing funds into the account to cover the Transaction or canceling the Transaction and notifying the Payee. Zions and Entrata will not be liable for any overdraft fees or other penalties, or fees assessed against Customer resulting from the failed or returned Transaction. Customer shall incur an NSF Fee for each failed Transaction as outlined in the fee schedule. In using the Bill Pay Services, Customer understands that Payees and/or the United States Postal Service may return payments made via Check to Zions for various reasons. Zions and Entrata will use commercially reasonable efforts to research and correct the returned payment and return it to Customer’s Payee or void the payment and credit Customer’s Payment Account accordingly.
3.11 Change of Payment Accounts. It is the responsibility of the Customer to manage Payment Account information within the Entrata Platform. Payment Account changes can only be made by a Customer or at the direction of a Customer by Entrata through the Entrata Platform by authorizing, changing and/or removing Payment Accounts for use with the Bill Pay Services. Zions and Entrata will not be liable in any way for issuing payments from Payment Accounts in accordance with Customer’s instructions made through the Entrata Platform. It is also Customer’s sole responsibility to ensure the contact information in Customer’s user profile is current and accurate. This includes, but is not limited to, names, addresses, phone numbers, and email addresses. Zions and Entrata are not responsible for any payment processing errors or fees incurred as a result of Customer’s or Customer’s Payee’s failure to provide accurate Payment Account and contact information.
3.12 Notice of Erroneous or Unauthorized Transfers. Customer must deliver a written notice to Entrata of any discrepancy or other problem relating to the use of the Entrata Platform, including a statement of the relevant facts, within a reasonable time (not to exceed five (5) calendar days from the date of first discovery). If Customer fails to notify Entrata within such time frame, Customer agrees that in addition to any other limitations on Zion’s and Entrata’s liability: (1) in the case of an erroneous funds transfer, Customer will be liable for all losses up to the amount thereof, which result from failure to provide Entrata with such notice or which might have been prevented by Customer’s providing Entrata such notice; and (2) in the case of an unauthorized funds transfer, neither Zions nor Entrata will be liable for any loss of interest which results from Customer’s failure to give such notice or which might have been prevented by giving Entrata such notice. In addition, with respect to ACH payments from Customer’s Payment Account, to the maximum extent permitted by Laws, Rules and Regulations, Zions and Entrata are not liable for an erroneous or unauthorized ACH entry that Zions or Entrata did not cause unless: (A) Customer notifies Entrata (which may be oral with prompt written confirmation of the relevant facts) before that entry actually settles (generally 1 or 2 Business Days after the entry was posted to Customer’s Payment Account), or (B) Zions or Entrata is otherwise able without bringing suit to effect a reversal of that settlement under applicable Laws, Rules and Regulations.
4. Responsibilities of Zions and Entrata
4.1 Authorization. When Customer initiates a Payment Instruction, Entrata shall submit the request through the Entrata Platform to Zions at least once during each business day. All debit and credit requests between Zions and the ACH Network are the responsibility of the ODFI. 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 Zions that constitute intentional violations of law or are grossly negligent. Customer understands that a separate agreement may be required to be signed by Zions between a Customer and Zions. Zions will use commercially reasonable efforts to submit requests to the ACH Network at approximately midnight of each business day. Entrata will use commercially reasonable efforts to automatically cancel any un-captured payment of any other status type after thirty days, requiring re-submission of the payment.
4.2 Originating Transactions. Zions shall use the Payment Instruction provided by Customer to originate Customer’s Transactions to the ACH Network. Customer is responsible for maintaining the accuracy of such information and making the same available to Zions and Entrata upon request. Zions and Entrata may delay or reject such Transactions without prior notification to Customer for any reason permitted or required under Laws, Rules and Regulations, including but not limited to, any violation of the same.
4.3 Compliance with the Rules and Regulations. Zions and Entrata may at any time change the processing procedures relating to the operation of the Entrata Platform in order to comply with Laws, Rules and Regulations.
4.4 Safeguard of Data; Comparable Data. Zions and Entrata agree that all data and information obtained from Customer shall be Customer’s property and shall be safeguarded under commercially reasonable methods. Customer agrees that Entrata’s ability to provide the Entrata Platform 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 Bill Pay Service, 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 and for improvement of the Bill Pay Services.
4.5 Setup and Underwriting. Entrata will be responsible for performing its setup of the Entrata Platform and implementation responsibilities as described herein. The initial setup and implementation will be completed as soon as possible or by the date specified in a statement of work related to this Agreement; 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 the setup is complete. If Customer fails to timely initiate or pass the underwriting process, Zions and Entrata will not be responsible for any delays caused thereby and no reimbursements will be made for any setup fees paid to Zions or Entrata.
4.6 Fee Changes. Due to changes in Virtual Card, Check and ACH Transaction processing fees, and other costs beyond Zion’s or Entrata’s reasonable control, the fees charged by Zions and Entrata may be updated at any time to recoup Zion’s additional mandatory expenses in providing the Bill Pay Services and the Emergency Utility Payment Services. Customer will be given 30 days written notice before any change in Transaction pricing occurs. Customer’s continued use of the Bill Pay Services and the Emergency Utility Payment Services after Zions or Entrata provides Customer with a notice of change in fees will constitute Customer’s agreement to such change(s).
5. Security Procedures
Customer will be solely responsible for establishing, maintaining, and following such security protocols as Zions deems reasonably necessary to ensure that Customer information transmitted directly to Zions or Entrata is complete, intact, secure, and confidential until received by Zions or Entrata. Customer shall comply with all instructions, including online instructions, for using the Entrata Platform, the Bill Pay Services, and the Emergency Utility Payment Services by taking commercially reasonable steps to safeguard the confidentiality and security of any passwords, equipment, and other proprietary property or information Zions or Entrata provides Customer or to which Customer has access in the course of providing or using the Bill Pay Services and the Emergency Utility Payment Services. Customer shall limit access to persons who have a need to any passwords and equipment and will closely and regularly monitor the activities of employees or third parties who access the Bill Pay Services and the Emergency Utility Payment Services. Customer will notify Entrata immediately if Customer has any reason to believe that confidential information has been or may be breached. Entrata may elect, at Entrata’s sole discretion, to verify the authenticity or content of any Payment Instruction, Transaction or other transmission by placing a call to any authorized representative for a Customer's Payment Account or any other person designated in writing by Customer for that purpose. Zions or Entrata may deny access to the Entrata Platform. Bill Pay Services, and the Emergency Utility Payment Services without prior notice if it is unable to confirm any person's authority to access the Entrata Platform and Bill Pay Services or if Zions or Entrata believes such action is necessary for other security reasons. Customer agrees that it shall bear sole responsibility for any Customer information or data related to Customer that Customer transmits in the course of using the Entrata Platform and Bill Pay Services or that is otherwise submitted through Customer’s Payment Account and processed through the Entrata Platform, even if such transmission is not authorized by Customer.
6. Payment Risk Analysis and Authorization
Entrata has partnered with third-party service providers of payment risk analysis data. As part of the Entrata Platform, Bill Pay Services, and the Emergency Utility Payment Services, Customer agrees that Entrata may, at any time, utilize such third-party services to verify the existence and ownership of any bank accounts entered into the Entrata Platform for the purpose of making or receiving payments through the Entrata Platform. Customer further authorizes Entrata to utilize such analytical services to obtain financial information about Customer’s Payment Accounts, including available balance information, to ensure payments made through the Bill Pay Services will not be returned. Zions or Entrata may also, as part of its annual risk review, exercised not more than once per year, perform a credit check against any individual or legal entity, or any individual owning not less than 25% of a legal entity, which has been underwritten pursuant to Section 3.1 of this Agreement. Customer understands it is Customer’s sole responsibility to verify its Payees are legitimate business entities not engaged in activities that are illegal, fraudulent, prohibited, either by the law or by the ODFI, RDFI or Zions. Customer acknowledges that due to anti-money laundering and terrorism regulations in the United States, including regulations promulgated by FinCEN and OFAC, Zions and Entrata may require further documentation verifying Customer’s identity and the source of funds used to effect Transactions via the Entrata Platform, including information regarding a Payee. Customer further agrees to provide Zions or Entrata at any time with such information as Zions or Entrata determines to be necessary and appropriate to verify compliance with this section.
7. Disclosure of Account Information to Third Parties
Customer acknowledges that through the use of the Entrata Platform Zions or Entrata may be required to disclose Customer’s Payment Account information to third parties to print physical Checks and for other functions necessary to provide the Bill Pay Services and the Emergency Utility Payment Services. Such account information would include, among other things, any relevant information that traditionally appears on a physical Check. Such disclosure will be done solely in the following circumstances:
8. Processing Times
Zions makes the Bill Pay Services available for use only on Business Days during regular business hours (8AM – 5PM MT), except during maintenance periods, or such other hours as established by Zions from time to time. It is Customer's responsibility to submit all Payment Instructions and related items and requests to the Entrata Platform prior to 5:00 PM Mountain Time on each Business Day for transmission through the Entrata Platform to Zions. Transmissions processed after these hours are treated as occurring on the next Business Day. Payment Instructions through the Entrata Platform will be deemed to have been received when Entrata actually receives the Payment Instructions through the Entrata Platform. A Transaction funding request will be deemed to have been received and accepted by Entrata when all of the following have occurred: (a) Entrata has preliminarily verified that, in its sole discretion, information received is valid and the Payment Instruction is acceptable and complete; and (b) Entrata has successfully performed all further validation routines with respect to the deposit or debit. Notwithstanding the foregoing, Payment Instructions received by Entrata for deposit may be rejected by Zions in its sole discretion. Zions and Entrata will use commercially reasonable efforts to process Payment Instructions within a reasonable period of time following such receipt. Customer acknowledges that where payments are made via physical Checks, delivery dates cannot be guaranteed; Zions and Entrata will use commercially reasonable efforts to print physical Checks and deposit them with the US Postal Service within five (5) Business Days following receipt of a related Payment Instruction.
9. Emergency Utility Payment Services
Zions makes the Emergency Utility Payments Services available for use only on Business Days during regular business hours (8AM – 5PM MT), except during maintenance periods, or such other hours as established by Zions from time to time. It is Customer’s responsibility to submit all Payment Instructions and related items and requests to Entrata prior to 5:00 PM Mountain Time on each Business Day. Customer can submit Payment Instructions by (a) placing a phone call to Entrata via the phone number posted to the Entrata Platform for the Emergency Utility Payment Services, or (b) sending an email to Entrata. In the even Entrata receives a notice from the utility provider, Entrata will contact Customer to request the Payment Instruction from Customer. Entrata receives and relays such Payment Instructions to Zions as service provider to Zions. Customer acknowledges that once a Payment Instruction is received by Entrata, it cannot be modified.
Payment will be made to Payee either (i) through a one-time use Virtual Card issued to the Customer by Zions; or (ii) by Zions advancement of funds to Payee on behalf of Customer either directly or through the use of a service provider. Customer shall use the Entrata Platform to submit payment to Zions for the amount paid to the Payee within [7] seven days of the date payment is made to the Payee. If Customer does not submit such payment timely, Zions or Entrata may suspend or terminate the Emergency Utility Payment Services for all Customer Properties.
10. Services
In its sole discretion, at any time Zions may add, delete, or change the features or functions of the Entrata Platform, Bill Pay Services, or the Emergency Utility Payment Services. Zions or Entrata will notify Customer of such changes as soon as reasonably practicable. Zions and Entrata may cause the Bill Pay Services or Emergency Utility Payment Services to be temporarily unavailable to Customer, either with or without prior notice, and Customer acknowledges that factors beyond Zion’s and Entrata’s reasonable control, such as telecommunications failure or equipment failure, may also cause the Bill Pay Services or Emergency Utility Payment Services to be unavailable to Customer. Should the Bill Pay Services or Emergency Utility Payment Services become unavailable to Customer, Customer is solely responsible for ensuring payments are made through other means.
11. Miscellaneous
11.1 Compliance with Law. Each party agrees to comply with all Laws, Rules and Regulations, including, but not limited to, all applicable Laws, Rules and Regulations governing use, transmission and/or communication of content, in connection with their performance, participation, access and/or use of the Entrata Platform and the Payment Services.
11.2 Assignment. Entrata and its affiliates, in their sole discretion, may (i) transfer or novate this Agreement to remove Zions as a party to the extent that Entrata determines that it may provide the Bill Pay Services and/or Emergency Utility Payment Services to Customer, either using another bank, or directly or through an affiliate, or (ii) continue to provide the Bill Pay Services and/or Emergency Utility Payment Services to Customer under a successor agreement to this Agreement. Should Entrata elect to transfer or novate this Agreement and remove Zions as a party or otherwise to move the Master Account to another entity, Customer specifically authorizes Entrata as its agent in fact to effect such a transfer, and authorizes Zions to comply with any instructions received by Entrata as its agent in fact. Should such a transfer occur, Entrata and all affected Customers shall pay all transfer fees and expenses charged by Zions.
11.3 Warranty Disclaimer. ZIONS PROVIDES THE ENTRATA PLATFORM, THE BILL PAY SERVICES, AND THE EMERGENCY UTILITY PAYMENT SERVICES STRICTLY “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND. ZIONS, ENTRATA AND THEIR RESPECTIVE AFFILIATES EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE ENTRATA PLATFORM, BILL PAY SERVICES, AND EMERGENCY UTILITY PAYMENT SERVICES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; ANY WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE; ANY WARRANTY OR REPRESENTATION OF ANY KIND THAT THE ENTRATA PLATFORM, BILL PAY SERVICES, AND EMERGENCY UTILITY PAYMENT SERVICES, OR RESULTS OF USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, BROWSERS, OR SERVICES; OPERATE WITHOUT INTERRUPTION; BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE; OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
11.4 Damages Disclaimer. IN NO EVENT SHALL ANY PARTY, ITS AFFILIATES, OR ITS OR THEIR RESPECTIVE SUPPLIERS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY (A) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE OR PROFIT (OR DIMINUTION IN VALUE); (B) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE PAYMENT SERVICES; (C) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY, OR (D) COST OF COVER, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
11.5 Limitation of Liability. IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF ZIONS, ENTRATA, THEIR RESPECTIVE AFFILIATES AND THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, AND SUPPLIERS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED TWO THOUSAND DOLLARS. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
10.6 Indemnification. Customer agrees to indemnify, defend and hold harmless Zions, Entrata, their respective subcontractors and affiliates, and each of its and their respective owners, officers, employees, and agents, from and against any and all third party claims, actions, proceedings, judgments, losses, liabilities, costs and expenses (including attorneys’ fees, whether or not a lawsuit or administrative action is filed) that arise from or relate to: (i) Customer’s actions or omissions with regard to the Entrata Platform, Bill Pay Services, and Emergency Utility Payment Services in violation of Laws, Rules and Regulations; (ii) unauthorized access to the Entrata PlatformBill Pay, Bill Pay Services, and/or Emergency Utility Payment Services by the use of Customer’s access credentials and authorizations; (iii) a transaction or dispute between any third party (including any Property owner or tenant) and Customer; (iv) a third party claim against Zions or Entrata relating to Customer’s actual or alleged infringement of third party’s intellectual property rights; or (v) a breach of Customer’s representations, warranties, or covenants under this Agreement.
11.7 Governing Law and Forum Selection; Jury Waiver and Arbitration. This Agreement shall be construed and interpreted in accordance with the laws of the State of Utah, without regard to conflicts of law provisions. Customer irrevocably agrees that any claim or dispute arising from this Agreement shall be resolved by binding arbitration in Salt Lake City, Utah, in accordance with the rules of the American Arbitration Association. The parties shall share the costs of arbitration equally. Nothing herein will be construed to prevent either party from seeking equitable relief as provided in the Master Services Agreement. Any such action or remedy shall not waive the moving party’s right to compel any other legal remedies. To the fullest extent permitted by Laws, Rules and Regulations,, the parties hereto HEREBY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY MATTER UNDER, RELATED TO, OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTIONS OR RELATIONSHIPS CONTEMPLATED HEREBY. No party may bring a class action or representative action either in a court proceeding or in an arbitration.
OVERVIEW
Entrata Commercial is the central product in Entrata's Services offerings 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 Product.
1. SCOPE OF USE
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 Product on a tablet or smart phone; and (f) flexible space configuration management, including the tracking of tenant renewal options. The Product 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. RESPONSIBILITIES OF ENTRATA
2.1 Administrative System. Entrata will provide Customer with Access Credentials that allow Customer to access and manage certain functionality of the Entrata Commercial Product. Customer is responsible for maintaining the security of any Access Credentials used to access the Product 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 Product. Customer will not use the Product in any way that infringes on the Intellectual Property Rights of any third party, or upload anything while using the Product that contains any viruses or other computer programming that could damage, detrimentally interfere with, surreptitiously intercept, or expropriate the Product, data or the Personal Information of any person or entity.
2.3 Limitations. Customer agrees not to use the Product, 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 Entrata Commercial Product. Entrata may also post reports in the Administrative System and send reports of certain transactions to Customer via email, if requested by Customer.
2.5 Use of Property Management Software. Customer agrees to use the Product only for Customer's legitimate and lawful business purposes. Customer's use of the Product may be on behalf of Property owners as an agent of such owners. Customer will not assign, copy, transfer or transmit the Product 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 Product, its underlying Software code, or any other intellectual property of Entrata, except that Customer may make copies of any reports or Customer-owned data contained in the Product for backup purposes. Customer may only use the Product for Licensed Properties. The Product may be accessed only by Users.
3. RESPONSIBILITIES OF ENTRATA
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 Product.
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 to further the functionality of the Product, and may, in its sole discretion, collect Customer data for the purposes of enforcing the Agreement.
4. DISCLAIMER; COMPLIANCE WITH LAW.
Although the Product will assist Customer in complying with applicable laws and regulations, Entrata hereby disclaims all warranties with respect to the satisfactoriness or accurateness of the Product in this regard. As the Product does not incorporate state law requirements, and laws and regulations may change from time to time, the Product may not be updated to reflect such changes. Customer should consult an attorney with respect to its compliance with applicable laws and regulations.
5. INTELLECTUAL PROPERTY RIGHTS
All materials provided by Entrata to Customer with respect to the Product, 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. RESPONSIBILITIES OF CUSTOMER
1.1 Administrative System. Entrata will provide Customer will be given a login and password (hereinafter “Access Credentials”) that allow Customer to administrate over certain functionality of the Software for the Entrata Core Product.
1.2 Reports. Customer is solely responsible for communicating with the Administrative System to receive reports related to the Entrata Core Product. Entrata may also post reports in the Administrative System and send reports of certain transactions to Customer via email, if requested by Customer.
1.3 Use of Entrata Core Software. Customer agrees to use the Entrata Core Product ("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 and other licensed users (hereinafter “Users”) 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. RESPONSIBILITIES OF ENTRATA
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 Product.
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 Product, and may at its discretion, collect Customer data for the purposes of enforcing the Agreement.
3. DISCLAIMERS, INDEMNIFICATION, WARRANTIES
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 and each Entrata Indemnitee from and against any and all Losses incurred by an Entrata Indemnitee as a result of a claim, suit, action or proceeding brought by a third party to the extent:
4. INTELLECTUAL PROPERTY RIGHTS
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.
Date Updated: September 18, 2024
1. OVERVIEW
Entrata Layered Intelligence (ELI) is an artificial intelligence and machine learning layer which sits on top of the Entrata Software. Entrata Layered Intelligence will use new, innovative generative and conversational artificial intelligence and machine learning models to improve the workflows, analysis, and actions within certain areas of the Software. ELI includes 2 new product suites – ELI Essentials (“ELI Essentials”) and ELI Plus (“ELI+”).
ELI Essentials are currently available at no additional charge to Customers that have active licenses to use Entrata Redd (voice, chat, and text), Message Center, Reputation Advisor, and/or ProspectPortal. ELI Essentials include the following features:
ELI+ is a premium suite of paid artificial intelligence products that provide more efficiency for Properties’ onsite teams. Some of the ELI+ features are provided by Entrata by and through its Affiliate, Colleen AI Inc. (in these ELI Terms, “Entrata”). ELI+ premium models can help to automate entire workflows and easily switch between different types of conversations. ELI+ includes the following features:
The features offered by ELI Essentials and ELI+ are subject to change in Entrata’s sole discretion.
2. SCOPE OF USE; LIMITATIONS
Customer acknowledges and agrees that use of some of the ELI features are provided through a third-party application not owned by Entrata. Use of such ELI features is subject to an active license to use the Entrata Products and Services that currently incorporate these ELI features. Customer’s use of ELI is further subject to the OpenAI Terms of Use found at https://openai.com/policies/terms-of-use (“OpenAI Terms of Use”). By using ELI, Customer agrees to the OpenAI Terms of Use. Customer acknowledges Customer’s use of ELI within the Entrata Software platform will be limited to five hundred (500) generations per day.
As between Entrata and Customer, Customer shall be solely responsible for all information input into the ELI feature and all resulting output created by the ELI. Customer shall provide all notices and obtain all consents required under applicable privacy laws, including applicable telemarketing laws, to permit Entrata to access and use the Resident information for ELI products. Certain inputs into the model, such as Resident first name, rental payment information, and message history may be used to train the model. Given the probabilistic nature of machine learning, use of ELI may in some situations result in incorrect output that does not accurately reflect real people, places, correct language translations or facts. Customer must evaluate the accuracy of any output as appropriate for Customer’s use case, including by using human review of the output where such review is a function of the product. Customer is solely responsible for the output derived from the ELI feature. Entrata reserves the right to charge Fees for ELI Essential features by providing Customer with thirty (30) days advance written notice. Entrata may modify, suspend, or terminate ELI Essential features at any time in its sole discretion.
3. DISCLAIMERS
Entrata may suspend or throttle Customer’s use of ELI in the event of excessive use and/or a violation by Customer of the OpenAI Terms of Use and/or this Agreement until such violation ceases and Entrata receives reasonable assurances that such violation will not continue. If Entrata believes, in its sole reasonable discretion, that ELI is currently being used for criminal activity, in a manner that violates the legal rights of Entrata, its Affiliates, its suppliers, or other third parties, or that the continued operation of ELI puts Entrata its Affiliates, its suppliers, or other third parties in potential danger of data loss, misappropriation, data breach, or catastrophic failure, then Entrata may suspend the Customer’s use of ELI immediately without notice.
Date Updated: December 3, 2024
1. OVERVIEW
ELI Invoice Entry is a self-service automated invoice entry tool designed to simplify and streamline the process of uploading and managing documents. Utilizing optical character recognition (OCR) technology, ELI Invoice Entry reduces manual data entry and minimizes errors. Use of this Product requires a subscription to Entrata Accounting.
2. SCOPE OF USE
Entrata will process electronic invoices uploaded by Customer via ELI Invoice Entry. Upon upload, the Product will automate data extraction by reading invoice details and populating standard data fields for Customer’s review and approval.
3. ENTRATA RESPONSIBILITIES
Upon implementation of ELI Invoice Entry, Entrata will process electronic invoices in accordance with these Terms. As specified in the applicable Sales Order, Statement of Work, or amendment, Entrata will charge Customer for each invoice processed by the Product, regardless of whether Customer subsequently deletes the invoice.
4. CUSTOMER RESPONSIBILITIES
4.1 Invoice Review. Customer acknowledges and agrees that ELI Invoice Entry’s output relies on the underlying OCR technology, which may from time to time generate output which does not accurately reflect the underlying text. As such, Entrata makes no representations as to the accuracy of the extracted data. Customer is responsible for reviewing and approving all invoices, including data populated in extracted fields.
4.2 Customer Data. Customer acknowledges and agrees that invoices uploaded are considered Customer Data and subject to the terms of the Agreement.
5. DISCLAIMERS
In addition to those limitations found in the Agreement, Entrata will not be responsible for the payment of any assessed late fees, penalties, interest, or charges incurred due to inaccuracies or delays in invoice processing. Customer is solely responsible for ensuring timely and full payment of all invoices processed by the Product.
1.1 Scope of Service. Entrata Redd (“Redd”) is an omni-channel virtual leasing assistant that answers communications, collects guest cards, sets appointments, and nurtures, 24/7. Redd may be added for the purpose of automating responses to routine call, text, and chat inquiries. Entrata Redd may allow Properties to streamline responses and reduce overall call, text, and chat volumes by gathering contact information from Customer’s Leads and providing automated responses regarding pricing and availability, property-specific details, and other information pulled from specified Customer Data within Customer’s Entrata environment. Redd consists of three virtual assistant modules:
1.2 Redd Limitations. Entrata may discontinue providing Redd entirely by providing Customer with at least sixty (60) days’ notice. Redd is not available on all Property types and cannot be used for emergency calls.
1. RESPONSIBILITIES OF CUSTOMER
1.1 Administrative System. Entrata will provide Customer with Access Credentials that allow Customer to administrate over certain functionality of the Software for the Entrata Student Product.
1.2 Reports. Customer is solely responsible for communicating with the Administrative System to receive reports related to the Entrata Student Product. Entrata may also post reports in the Administrative System and send reports of certain transactions to Customer via email, if requested by Customer.
1.3 Use of Entrata Student Software. Customer agrees to use the Entrata Student Product ("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. RESPONSIBILITIES OF ENTRATA
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 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 Product.
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 Product, and may at its discretion collect Customer data for the purposes of enforcing the Agreement.
3. DISCLAIMERS, INDEMNIFICATION, WARRANTIES
3.1 Compliance with Law. Although the use of Student will assist Customer in complying with applicable laws and regulations, Entrata hereby disclaims all warranties 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 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 and each Entrata Indemnitee from and against any and all Losses incurred by an Entrata Indemnitee as a result of a claim, suit, action or proceeding brought by a third party to the extent:
4. INTELLECTUAL PROPERTY RIGHTS
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.
The Homebody Rent Reporting Services are provided by Entrata through Homebody Insurance Agency, LLC and its Affiliate Simplified Business Group, LLC, also known as Rent Dynamics (hereinafter “Homebody”).
RESPONSIBILITIES OF CUSTOMER
1. Customer shall inform each of its Residents of their automatic enrollment the Homebody Rent Reporting Services, that their participation in the Homebody Rent Reporting Services is at no charge, and that they have the ability to opt-out of participation at any time.
2. Customer shall within ten (10) days of the end of each month provide Homebody with accurate Resident information related to the Resident and such Resident’s associated rent/utility payment data (“Resident Data”) for the prior month so that Homebody can perform the Services and administer the Homebody Rent Reporting Services. Customer must notify Homebody of and correct any identified errors in Resident Data as soon as reasonably practicable. Homebody shall not be liable for any inaccurate Resident Data received from Customer and reported by Homebody to a Credit Bureau (defined below) prior to Homebody receiving Customer’s notice that Resident Data was inaccurate.
3. Customer shall provide Homebody with technical data, information, access and resources necessary for the delivery of Homebody Rent Reporting Services, including, but not limited to access to any third-party property management software. Homebody shall have no liability or risk for any errors, disruption or other problems with the Services attributable to the content, accuracy, completeness or consistency of any information or other resources supplied by Customer.
4. Customer shall designate an individual to serve as a principal point of contact to timely provide answers to questions, technical consultation, information, and acceptances.
RESPONSIBILITIES OF HOMEBODY
1. Homebody shall manage the enrollment of Customer’s Residents in the Homebody Rent Reporting Services and will convert Resident Data received from Customer into the respective formats required by Experian, Transunion, and/or Equifax (each a “Credit Bureau”).
2. Provided Customer timely submits Resident Data to Homebody, Homebody will submit Resident Data monthly to at least one Credit Bureau.
3. Homebody shall provide Customer with marketing materials for promotion of the Homebody Rent Reporting Services and provide basic training for Customer’s leasing staff. Customer may not modify any materials provided by Homebody without prior written consent from Homebody.
4. Homebody shall mediate each dispute relating to Resident Data filed by Customer’s Residents with the Credit Bureaus or submitted directly to Homebody within thirty (30) days of receiving written notice of the dispute.
NO LIABILITY
Homebody shall be excused from performing its obligations to the extent Homebody’ performance is materially prevented or hindered by: (a) the failure by Customer, Customer’s personnel or any Customer third-party contractor to materially perform its tasks related to the Services; (b) unreasonable, untimely, inaccurate, or incomplete information from Customer; or (c) the failure of any Customer hardware or software, including any third-party property management software.
TERM
Notwithstanding anything contained in the Agreement to the contrary, the term of the Homebody Rent Reporting – Fannie Mae Program commences on the date Customer purchases Homebody Rent Reporting for a particular property and ends 12 months thereafter. For example, if Customer initially purchases Homebody Rent Reporting on January 6 for 5 properties, the term of the program for those 5 properties shall end on January 5 of the following year. If Customer then purchases Homebody Rent Reporting for 3 additional properties on February 12, the term of the program for those 3 additional properties shall end on February 11 of the following year.
FEES
For those properties listed in Schedule 1 of the Sales Order, Homebody shall seek reimbursement from Fannie Mae for the amount set forth in the Sales Order as one-time reimbursement (the “Fee”). The Customer shall have no payment obligations for Homebody Rent Reporting Services provided to those Fannie Mae properties listed on Schedule 1 of the Sales Order.
In the event Customer chooses to pay for the Homebody Rent Reporting Services directly, Homebody shall pay Homebody the Fees set forth in the Sales Order. Upon payment of the Fee and pursuant to an agreement between Homebody and Fannie Mae, Customer shall seek reimbursement from Fannie Mae for its payment of such Fees.
The Homebody Rent Reporting Services are provided by Entrata through Homebody Insurance Agency, LLC and its Affiliate Simplified Business Group, LLC, also known as Rent Dynamics (hereinafter “Homebody”).
RESPONSIBILITIES OF CUSTOMER
1. Customer shall inform each of its Residents of their automatic enrollment the Homebody Rent Reporting Services, that their participation in the Homebody Rent Reporting Services is at no charge, and that they have the ability to opt-out of participation at any time.
2. Customer shall within ten (10) days of the end of each month provide Homebody with accurate Resident information related to the Resident and such Resident’s associated rent/utility payment data (“Resident Data”) for the prior month so that Homebody can perform the Services and administer the Homebody Rent Reporting Services. Customer must notify Homebody of and correct any identified errors in Resident Data as soon as reasonably practicable. Homebody shall not be liable for any inaccurate Resident Data received from Customer and reported by Homebody to a Credit Bureau (defined below) prior to Homebody receiving Customer’s notice that Resident Data was inaccurate.
3. Customer shall provide Homebody with technical data, information, access and resources necessary for the delivery of Homebody Rent Reporting Services, including, but not limited to access to any third-party property management software. Homebody shall have no liability or risk for any errors, disruption or other problems with the Services attributable to the content, accuracy, completeness or consistency of any information or other resources supplied by Customer.
4. Customer shall designate an individual to serve as a principal point of contact to timely provide answers to questions, technical consultation, information, and acceptances.
RESPONSIBILITIES OF HOMEBODY
1. Homebody shall manage the enrollment of Customer’s Residents in the Homebody Rent Reporting Services and will convert Resident Data received from Customer into the respective formats required by Experian, Transunion, and/or Equifax (each a “Credit Bureau”).
2. Provided Customer timely submits Resident Data to Homebody, Homebody will submit Resident Data monthly to at least one Credit Bureau.
3. Homebody shall provide Customer with marketing materials for promotion of the Homebody Rent Reporting Services and provide basic training for Customer’s leasing staff. Customer may not modify any materials provided by Homebody without prior written consent from Homebody.
4. Homebody shall mediate each dispute relating to Resident Data filed by Customer’s Residents with the Credit Bureaus or submitted directly to Homebody within thirty (30) days of receiving written notice of the dispute.
NO LIABILITY
Homebody shall be excused from performing its obligations to the extent Homebody’ performance is materially prevented or hindered by: (a) the failure by Customer, Customer’s personnel or any Customer third-party contractor to materially perform its tasks related to the Services; (b) unreasonable, untimely, inaccurate, or incomplete information from Customer; or (c) the failure of any Customer hardware or software, including any third-party property management software.
TERM
Notwithstanding anything contained in the Agreement to the contrary, the term of the Homebody Rent Reporting – Freddie Mac Program commences on the date Customer purchases Homebody Rent Reporting for a particular property and ends 24 months thereafter. For example, if Customer initially purchases Homebody Rent Reporting – Freddie Mac on January 6 for 5 properties, the term of the program for those 5 properties shall end on January 5 two year later. If Customer then purchases Homebody Rent Reporting – Freddie Mac for 3 additional properties on February 12, the term of the program for those 3 additional properties shall end on February 11 two years later.
FEES
For those properties listed in Schedule 1 of the Amendment, Homebody shall seek reimbursement from Freddie Mac for the aggregated amounts set forth in the Amendment as one-time reimbursement (the “Fee”). The Customer shall have no payment obligations for Homebody Rent Reporting Services – Freddie Mac provided to those Freddie Mac properties listed on Schedule 1 of the Amendment.
In the event Customer chooses to pay for the Homebody Rent Reporting Services – Freddie Mac directly, Homebody shall pay Homebody the Fees set forth in the Amendment. Upon payment of the Fee(s) and pursuant to an agreement between Homebody and Freddie Mac, Customer shall seek reimbursement from Freddie Mac for its payment of such Fees.
Date Updated: September 13, 2024
The Homebody Rent Reporting Services are provided by Entrata through Homebody Insurance Agency, LLC and its Affiliate Simplified Business Group, LLC, also known as Rent Dynamics (hereinafter “Homebody”).
RESPONSIBILITIES OF CUSTOMER
1. Customer shall present to each of its Residents – either at lease execution, lease renewal or mid-lease term – the opportunity to enroll in the Homebody Rent Reporting Service.
2. Customer shall require Residents wanting to participate in the Homebody Rent Reporting Services to execute a valid and binding lease addendum between Customer and the Resident that contains the terms set forth below. All Residents residing in Maryland shall be required to execute the Maryland version of the Homebody Rent Reporting Lease Addendum incorporated below. Customer may not modify the terms of either of the below lease addenda without Entrata’s prior express written consent:
Homebody Rent Reporting Lease Addendum
The Homebody Rent Reporting service is a credit reporting and financial tool provided by Homebody Insurance Agency, LLC and its affiliate Simplified Business Group, LLC, also known as Rent Dynamics (“Homebody”), to report Resident’s rent and/or utility payments due under the Rental Agreement to one or more consumer reporting agencies (e.g., Equifax, TransUnion, and/or Experian). Homebody Rent Reporting is an amenity provided by the property for which all Residents are automatically enrolled. Within three business days of signing this addendum Resident will receive an email from rentreporting@homebody.com with details about the Homebody Rent Reporting service. Should Resident decide not to continue with the Homebody Rent Reporting service, Resident will have one month to opt out without incurring any cost.
After the first month of Homebody Rent Reporting services, the cost of the Homebody Rent Reporting service is $<x> per month if there is one Resident participating, or a combined service fee of $<y> per month if there are multiple Residents participating. The monthly fee will be charged with Resident’s rent bill on an automatic recurring basis unless and until Resident cancels. Charges are non-refundable.
After enrolling in Rent Reporting, Resident may cancel the Rent Reporting service at any time, for any or no reason. Continued enrollment in Rent Reporting is entirely optional and is not a condition of your Rental Agreement. Resident may cancel by using the Homebody app, by sending written notice of termination to Homebody at 4205 Chapel Ridge Road, Lehi, Utah 84043 – Attn Rent Reporting Service Charge, or contacting Homebody directly at rentreporting@homebody.com. Resident must cancel no later than ten (10) days before the end of the month to avoid being charged for a subsequent month.
For more information about the Rent Reporting service, please refer to the FAQs located at www.homebody.com/products/rent-reporting or contact Homebody at rentreporting@homebody.com.
By signing below, or electronically accepting through your landlord, Resident is enrolling in Rent Reporting and agrees to the terms and conditions set forth in this addendum and the Rent Reporting terms of use that can be found at homebody.com/legal/terms-conditions. The Rent Reporting services and fees may be altered or otherwise modified by Homebody with thirty (30) days’ advance notice to Resident. Resident’s failure to cancel the Rent Reporting service (as described above) after receiving such notice constitutes acceptance of any such changes. Homebody is an intended third-party beneficiary of this addendum.
If you have any questions, please contact Homebody at rentreporting@homebody.com or 877-577-0850.
[End of Homebody Rent Reporting Addendum]
Homebody Rent Reporting Lease Addendum - Maryland
The Homebody Rent Reporting service is a credit reporting and financial tool provided by Homebody Insurance Agency, LLC and its affiliate Simplified Business Group, LLC, also known as Rent Dynamics (“Homebody”), to report Resident’s rent and/or utility payments due under the Rental Agreement to one or more consumer reporting agencies (e.g., Equifax, TransUnion, and/or Experian). Homebody Rent Reporting is an amenity provided by the property for which all Residents are automatically enrolled. Within three business days of signing this addendum Resident will receive an email from rentreporting@homebody.com with details about the Homebody Rent Reporting service. Should Resident decide not to continue with the Homebody Rent Reporting service, Resident will have one month to opt out without incurring any cost.
After the first month of Homebody Rent Reporting services, the cost of the Homebody Rent Reporting service is $<x> per month if there is one Resident participating, or a combined service fee of $<y> per month if there are multiple Residents participating. The monthly fee will be charged with Resident’s rent bill on an automatic recurring basis unless and until Resident cancels. Charges are non-refundable.
After enrolling in Rent Reporting, Resident may cancel the Rent Reporting service at any time, for any or no reason. Continued enrollment in Rent Reporting is entirely optional and is not a condition of your Rental Agreement. Resident may cancel by using the Homebody app, by sending written notice of termination to Homebody at 4205 Chapel Ridge Road, Lehi, Utah 84043 – Attn Rent Reporting Service Charge, or contacting Homebody directly at rentreporting@homebody.com. Resident must cancel no later than ten (10) days before the end of the month to avoid being charged for a subsequent month.
For more information about the Rent Reporting service, please refer to the FAQs located at www.homebody.com/products/rent-reporting or contact Homebody at rentreporting@homebody.com.
By signing below, or electronically accepting through your landlord, Resident is enrolling in Rent Reporting and agrees to the terms and conditions set forth in this addendum and the Rent Reporting terms of use that can be found at homebody.com/legal/terms-conditions. The Rent Reporting services and fees may be altered or otherwise modified by Homebody with thirty (30) days’ advance notice to Resident. Resident’s failure to cancel the Rent Reporting service (as described above) after receiving such notice constitutes acceptance of any such changes. Homebody is an intended third-party beneficiary of this addendum.
If you have any questions, please contact Homebody at rentreporting@homebody.com or 877-577-0850.
For Maryland residents: In addition to the cancellation rights mentioned above, You, the buyer, may cancel this contract at any time prior to midnight of the third business day after the date of the transaction. See the attached notice of cancellation form for an explanation of this right.
[End of Homebody Rent Reporting Addendum - Maryland]
3. Customer shall bill and collect payment of the applicable monthly fee directly from Residents enrolled in the Homebody Rent Reporting service (hereinafter “Enrolled Residents”). Customer shall not be relieved of its payment obligations to Homebody for Customer’s failure to collect monthly fees from Enrolled Residents.
4. Customer shall manage and track the enrollment of its Residents in the Homebody Rent Reporting service and shall within ten (10) days of the end of each month provide Homebody with accurate information related to the Resident and such Resident’s associated rent/utility payment data (“Resident Data”) for the prior month so that Homebody can perform the Services and administer the Homebody Rent Reporting service. Customer must notify Homebody of and correct any identified errors in Resident Data as soon as reasonably practicable. Homebody shall not be liable for any inaccurate Resident Data received from Customer and reported by Homebody to a Credit Bureau (defined below) prior to Homebody receiving Customer’s notice that Resident Data was inaccurate.
5. Customer shall provide Homebody with technical data, information, access and resources necessary for the delivery of Homebody Rent Reporting services, including, but not limited to access to any third-party property management software. Homebody shall have no liability or risk for any errors, disruption or other problems with the Services attributable to the content, accuracy, completeness or consistency of any information or other resources supplied by Customer. Customer shall designate an individual to serve as a principal point of contact to timely provide answers to questions, technical consultation, information, and acceptances.
RESPONSIBILITIES OF HOMEBODY
1. Homebody will enroll existing Residents into the Homebody Rent Reporting service and send communications to existing Residents.
2. Homebody will review and convert Resident Data received from Customer into the respective formats required by Experian, Transunion, and/or Equifax (each a “Credit Bureau”).
3. Provided Customer timely submits Resident Data to Homebody, Homebody will submit Resident Data monthly to at least one Credit Bureau.
4. Homebody shall provide Customer with marketing materials for promotion of the Homebody Rent Reporting service and provide basic training for Customer’s leasing staff. Customer may not modify any materials provided by Homebody without prior written consent from Homebody.
5. Homebody shall mediate each dispute relating to Resident Data filed by Customer’s Residents with the Credit Bureaus or submitted directly to Homebody within thirty (30) days of receiving written notice of the dispute.
NO LIABILITY
Customer shall require each Enrolled Resident to pay a monthly fee for the Homebody Rent Reporting services as specified in one or more Sales Orders or Amendments executed by the Parties (the “Monthly Fee”). The Monthly Fee shall be collected by Customer. Each month Homebody will issue an invoice to Customer for Customer’s portion of the Monthly Fee based on the number of Enrolled Residents. Homebody’ portion of the Monthly Fee shall be set forth on the Sales Order or Amendment.
In the event Customer chooses to pay for the Homebody Rent Reporting service directly, Homebody shall charge Customer the Fee listed in the Sales Order or Amendment and all Residents in a given unit will receive the benefits and features of RentPlus.
Date Updated: October 11, 2024
The Homebody Rewards Program (the “Rewards Program”) is a Product provided by Entrata’s Affiliate, Homebody Insurance Agency, LLC (hereinafter “Homebody”).
1. DEFINITIONS
1.1 “Member” means a Resident who has a Homebody user account and participates in the Homebody Rewards Program.
1.2 “Points” shall mean any points earned by Members through their participation in the Rewards Program.
1.3 “Resident” means a person who maintains a Homebody user account and an Entrata resident identification number.
1.4 “Rewards” shall mean any rewards, compensation, or things of value redeemed by Members using Points through their participation in the Rewards Program.
1.5 “Rewards Vendor” means any third party rewards service provider that Homebody may contract with from time to time in connection with the Rewards Program.
2. SCOPE OF USE
The Rewards Program is a resident loyalty program that is provided by Homebody pursuant to these Homebody Rewards Product-Specific Terms (the “Terms”) and the Homebody Rewards Member Terms and Conditions (the “Member Terms”). The Rewards Program allows Members to earn Points for certain actions which may then be redeemed for Rewards. If Customer agrees to and maintains compliance with these Homebody Rewards Product-Specific Terms (the “Terms”), Homebody will provide Customer’s Residents the opportunity to enroll in the Rewards Program and administer the Rewards Program as described herein.
3. RESPONSIBILITIES OF HOMEBODY
3.1 General. As described further herein, Homebody will distribute Points to Members and permit Members to redeem Rewards as part of the Rewards Program. Homebody has sole control over the administration of the Rewards Program and reserves the right to change the Rewards Program at any time. In connection with Residents signing up to become Members, Homebody will provide Customer access to certain information within Customer’s Homebody environment related to Members’ status and participation in the Rewards Program, including Members’ Points earnings and redeemed Rewards. Homebody will require Residents to agree to the Member Terms as a condition of their participation in the Rewards Program.
3.2 Support. Homebody will provide Members with general support services. Customer agrees to direct any support requests from Members to Homebody to the extent required to be addressed by Homebody.
3.3 Rewards Vendors. Homebody is not responsible for the actions or omissions of any Rewards Vendor and or any failures or losses caused by Rewards Vendors in relation to any products or services that they provide.
4. RESPONSIBILITIES OF CUSTOMER
4.1 General. In a format approved by Homebody, Customer shall present to each of its residents opportunities to enroll in the Rewards Program. Customer understands and agrees that Members’ participation in the Rewards Program is subject to the Member Terms. Customer shall not take any action that would interfere with or alter any Member’s compliance with the Member Terms. Customer acknowledges that Customer is responsible for all actions taken and liabilities created through a Member’s access to and use of the Rewards Program, including, but not limited to, unauthorized use or loss of a Members’ account credentials, fraud occurring through or against Members’ accounts, and insufficient payment by the Member. Customer agrees to cooperate and provide such assistance as may reasonably be requested by Homebody from time to time to facilitate the operation of the Rewards Program.
4.2 Marketing. Customer agrees to assist Homebody with marketing the Rewards Program to its residents, including through email campaigns, flyers, and other materials which Homebody provides, and by performing such other activities as reasonably requested by Homebody from time to time. Other than as provided in these Terms, Customer shall not publish, distribute, or use any marketing materials advertising the Rewards Program without Homebody’s prior written approval. In addition, Customer agrees to permit advertising via the Marketing Platform (defined below).
4.3 Rewards Activities. Members may earn Points from the following activities: (i) signing a new lease, (ii) making an on-time rent payment, (iii) setting up auto pay, (iv) making early payment of rent in full, (v) on a Member’s birthday, (vi) renewing a lease early, (vii) referring a friend to final lease and move-in, and (viii) completing other activities as determined by Homebody and communicated with Customer (each, a “Reward Activity”). Customer must select the Reward Activities its Members can earn Points from and the Point value assigned to each Reward Activity and must clearly and conspicuously provide to Residents such Rewards Activities and their assigned values, including any changes in Rewards Activities or assigned values. Customer shall not advertise any Rewards Activity other than those listed in this Section 4.3 or approved by Homebody. The Customer is responsible for accurately and completely disclosing and will be fully liable for any representations or disclosures to Members or Residents regarding Reward Activities, assigned Points values, or how Residents can earn Points. Homebody shall track Members’ participation in applicable Reward Activities and distribute Points to Members upon their completion of such Reward Activity.
4.4 Purchasing of Points; Fees. Fees for each Point will be outlined in the Sales Order or Amendment executed by Customer for the Homebody Rewards Product and must be paid via direct debit of an account designated by Customer. Customer will provide Entrata any account information and approvals required to set up and authorize the debit of the applicable account(s) for payment of such Fees. Fees for the prior month’s activities will be automatically calculated by the Administrative System for the Points earned by Customer’s Members based on the Reward Activities selected by Customer and invoiced to Customer accordingly. Customer must execute a Sales Order or Amendment purchasing the Homebody Rewards Product prior to disclosing any Reward Activity to Members or informing Members of their ability to earn Points. Invoices not paid timely will be governed by the Agreement and could lead to suspension or termination of Services. Customer is responsible for making timely payment of Fees and Homebody shall not be liable to Members for any failure by Customer to pay Fees. If Customer has failed to pay or makes a delayed payment of any Fees owed, in addition to any remedies available under the Agreement, Homebody is not obligated to award Points or process Rewards, and Members shall have recourse only against Customer if you have failed to pay Fees and Homebody is therefore unable to award Points or process Rewards. Customer’s purchase of any Points and payment of any Fees pursuant to this Agreement shall be non-refundable.
4.5 Compliance; Non-Distribution. Customer must comply with the Terms and applicable laws and regulations in connection with, or affecting, the use of Rewards Program. The Rewards Program shall be treated as Confidential Information. Customer will not use the Rewards Program in any way that infringes upon the intellectual property rights of any third party. Customer will not upload any media, file, or other artifact while using the Rewards Program that contains any viruses or other computer programming that could damage, detrimentally interfere with, surreptitiously intercept, or expropriate the personal information of any person or entity, or any data contained within the Rewards Program. If Customer becomes aware or suspects that a Member is violating the Member Terms, it shall immediately notify Homebody in writing by providing Homebody with the information necessary to investigate the Member’s activity.
4.6 Member Feedback. Customer agrees to (i) maintain and record all Resident or Member feedback or complaints regarding the Rewards Program (“Feedback”) and (ii) promptly forward any Feedback received to Homebody.
4.7 Operation of the Rewards Program. Customer agrees that it may not, and Members may not, change the web address, title, nature, or flow of the Rewards Program without notifying Homebody by writing in advance. Customer acknowledges and agrees that Homebody may perform some of its obligations through any of its Affiliates or Rewards Vendors.
4.8 Exclusivity. During the Term of the Agreement, Customer agrees that it will not, without Homebody’s prior written consent, directly or indirectly, enter into any agreement or arrangement relating to a resident loyalty program which allows the accrual or earning of points (or other medium of exchange) and the redemption, conversion, or transfer of such points.
5. REWARDS
Customer understands and agrees that Members will have various ways in which they can redeem Points earned through the Rewards Program for Rewards. Available Rewards are in Homebody’s discretion and may change at any time subject to applicable law. Homebody shall communicate Rewards redemption methods and details (including Point values and conversion ratios) to Members. In addition to Rewards offered by Homebody directly to Members, a Member may redeem Points to purchase a Customer’s products or services or to reduce their rent at a Customer’s property. Customer agrees to use reasonable efforts to facilitate the Member’s redemption of points. For example, if a Member redeems Points to reduce a monthly rent payment at a Customer’s Property, Customer agrees to accept payment from Homebody (or Entrata, Inc. or another one of its subsidiaries) in an amount equal to the amount by which such rent payment was reduced through the Customer’s redemption of Points.
6. TERMINATION
Homebody may suspend Customer’s use of the Rewards Program or the enrollment of its Residents in the Rewards Program for any reason in its sole discretion, including if (i) Customer fails to comply with these Terms, (ii) Homebody suspects that Customer or its Members have abused or may abuse the Rewards Program, or (iii) Customer fails to enroll any Members in accordance with these Terms.
Except as required by law, Customer agrees to cooperate in good faith to transition or wind-down the Rewards Program in accordance with applicable law in a commercially reasonable way within 120 days from the date of termination or expiration (the “Wind-Down Period”) of the Rewards Program. Customer acknowledges that the goals of any transition or wind-down of the Rewards Program is to benefit the Residents by minimizing any possible burdens or confusion and to protect and enhance the names and reputations of the Customer, Homebody, and the Rewards Program. Except as otherwise provided in the Agreement, Customer and Homebody shall remain in compliance with all provisions of the Agreement until the Rewards Program has been transitioned or the Wind-Down Period has expired. Customer shall be responsible for notifying Residents that the applicable Rewards Activities and earning points will no longer be available after the Wind-Down Period. Entrata shall not be liable for any failure by Customer to give adequate notice to your Residents.
7. MARKETING PLATFORM
Customer acknowledges that in order for Entrata to deliver the Rewards Program, Entrata and its Affiliates must have the ability to market Homebody Products and Services and other resident-facing offers directly to Customer’s prospective and existing Residents via the Marketing Platform and Customer agrees to allow Entrata to access the Marketing Platform for such purpose. “Marketing Platform” includes, but is not limited to, Customer’s Property grounds and offices, Resident’s email, phone, or SMS contact information, any Customer websites or online Resident portals and any other means utilized to disperse printed or electronic materials to prospective or existing residents. Customer acknowledges that Homebody and Entrata may communicate directly with Residents to market, advertise, target, and promote additional products and services.
1. DEFINITIONS
1.1 "Content" means, with respect to the ILS Portal Product, 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.
2. SCOPE OF USE
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 for the Product shall reside on Entrata's ASP Server.
3. RESPONSIBILITIES OF CUSTOMER
3.1 Administrative System. Entrata will provide Customer with Access Credentials that allow Customer to administrate over certain functionality of the Software for the ILS Portal Product. 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 Product. 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. SETUP, IMPLEMENTATION, CONTENT, ACCESSIBILITY
4.1 Setup and Implementation Responsibilities. 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 Entrata’s 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 Product) 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 Product 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:
the inclusion in any Website of any information, message, posting, or other Content that is illegal, obscene, pornographic, offensive, lewd, violent, misleading, fraudulent, drug-related, disparaging, unpatriotic, infringing, or inappropriate in the reasonable opinion of Entrata, or that may expose Customer or Entrata to any liability, or
5. RESPONSIBILITIES OF ENTRATA
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 ILS Portal posting or parsing functions off, Leads from the ILSs may be inaccurately reported, incorrectly attributed, or lost.
1. SCOPE OF USE
Customer may use the InspectionManager Product 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 Product, 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 Product and save and upload any documents to create a digital audit trail.
2. RESPONSIBILITIES OF CUSTOMER
2.1 Administrative System. Entrata will provide Customer with Access Credentials that allow Customer to administrate over certain functionality of the Software for the InspectionManager Product, 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 contained in the Product 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 confidentiality of the Product and prevent unauthorized access to it.
2.3 Limitations. Customer agrees not to use the Product, 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 Product, 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 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. RESPONSIBILITIES OF ENTRATA
3.1 Access. Entrata will provide Customer with access to the InspectionManager Product through the Administrative System for the number of Properties and at the rates set forth in the Statement of Work or applicable amendment adding the InspectionManager Services.
3.2 Accuracy of Information. Entrata will use commercially reasonable efforts to ensure that the InspectionManager Product 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 Product.
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 Product 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 Users that will use the Product.
(a) Installation. Following and subject to receipt of any applicable setup Fees, Entrata will train Customer and provide technical assistance regarding implementation and use of InspectionManager.
Maintenance. Entrata will take commercially reasonable steps to implement and maintain the Software included in the Product, including any required maintenance fixes, patches, work-around solutions, and new versions of the Software.
4. DISCLAIMERS
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.
5. INTELLECTUAL PROPERTY RIGHTS
The Product, its 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 Product does not constitute the granting or waiver by Entrata of its proprietary interest. Customer acknowledges and agrees that it acquires no rights in or to the Product, except as specifically set forth herein.
Insurance Services are provided by Entrata’s Affiliate, Homebody Insurance Agency, LLC (hereinafter “Entrata”). Insurance Services are subject to the following terms and conditions.
1. Insurance Verification Services. Insurance Verification is a data entry and management service (the “Service”), provided by Entrata, to verify that the insurance policy documents provided by Residents meet Customer’s renter’s insurance requirements, and to ensure material changes to such policies are recorded and properly managed. Entrata will review residents’ insurance policy documents and enter key information into the Entrata Administrative System (software provided by Entrata, Inc. (“Entrata”) in accordance with a software license and maintenance agreement between Entrata and Customer), including: Entrata information, policy numbers, policy limits and deductibles, covered occupants, start and end dates, and other pertinent information. Customer will be invoiced a per-unit rate by Entrata for the provision of the Service.
2. Use with Master Policy. Should Customer utilize the Service in conjunction with Entrata’s Master Policy Program, it may become necessary or advisable to increase Customer’s Properties’ gap coverage to allow for backdated coverage. In such event, an additional endorsement to the Master Policy may be presented by Entrata to Customer for signature.
3. Payment of Fees. All amounts payable to Entrata under this Addendum must be paid in full within 30 days of invoicing, in U.S. dollars, without any setoff, deduction, or withholding for any reason. Entrata may charge Customer an insufficient funds or returned check fee, up to the maximum allowed by law, if Customer’s bank draft is dishonored or returned for insufficient funds or any other reason. All amounts remaining unpaid after the applicable due date will accrue interest, from the applicable due date until paid, at a rate equal to the lesser of 1.5% per month or the highest contract interest rate allowed by law. Entrata may suspend the Service if Customer fails to pay any invoice within 30 days of notice from Entrata that such invoice is past due. Entrata will not be liable to Customer, Customer’s Residents, or any other third party for any damages arising out of suspension of the Service.
4. DISCLAIMERS; LIMITATION OF LIABILITY
5. Indemnification. Customer shall indemnify and defend Entrata and its officers, directors, employees, parent company and representatives against, and hold them harmless from (a) any claims or allegations arising from Customer’s failure to comply with the terms of this Addendum, and (b) any judgments, awards, settlements, damages, expenses, losses, attorneys’ fees, and costs arising from or relating to any such claims or allegations.
Unless Customer and Entrata have previously signed an Amendment or Addendum for the Invoice Processing Services, these terms govern the use of the Invoice Processing Services.
OVERVIEW
Invoice Processing Services allows Customer to parse vendor invoices and enter invoice data into the Entrata Accounting accounts payable system. On behalf of Customer, Entrata will receive Invoices as designated by Customer, process such invoices, and push the resulting invoice data into the Entrata Accounting Product. Invoice Processing reduces manual data entry for on-site personnel, improves data accuracy, and allows Properties to embrace a paperless business model.
DEFINITIONS
2.1 “Customer Invoice” means an Entrata invoice for Services rendered, tendered to Customer during the term of the SOW, Addendum or Amendment that is consistent with the quantities of each Service delivered during the period covered by the invoice.
2.2 “Invoice Processing Service(s)” means those invoice processing and related services, as applicable, provided by Entrata, as more fully described below, including such services as may be provided by and through the Product.
2.3 “Invoices” means any invoice received by Entrata from vendors and other third parties, for the purpose of performing the Invoice Processing Services.
INVOICE PROCESSING SERVICE
Entrata will assist Customer with the management and control of Invoices by providing services as indicated below:
Description. Upon implementation of the Invoice Processing Services, Entrata will receive and process Invoices for Customer’s accounts payable. Invoices may be received in paper or electronic form. Upon receipt by Entrata, Invoices will be processed, and data will be entered into Customer’s Entrata Accounting Product for payment by Customer (or the party ultimately responsible for payment of such Invoices), within the timeframe outlined below. Customer is solely responsible for payment of said Invoices in accordance with the terms thereof. Entrata will not be responsible for any late fees, penalties, interest, or charges incurred as a result of Customer’s failure to provide any Invoice to Entrata in a timely manner. In no event will Entrata be liable for any late fees, penalties, interest, or charges incurred for any Invoice not received by Entrata at least five (5) business days before the due date of said Invoice.
Mail Room Processing. Entrata will receive Invoices and related mail at a dedicated USPS lockbox, process incoming mail in a secure mailroom, date stamp documents, and code for hardcopy archiving.
Document Imaging. All hard copy Invoices will be digitized for Customer’s ease of access and storage.
CUSTOMER’S OBLIGATIONS
Customer must provide all information necessary to implement and operate the Invoice Processing Services, and to achieve Customer target accounts payable dates.
Customer shall indemnify, defend, and hold harmless Entrata and each Entrata Indemnitee from and against any and all Losses incurred by an Entrata Indemnitee as a result of a claim, suit, action or proceeding brought by a third party to the extent related to billing delays or errors caused by the failure of Customer or third parties to provide any data (including Invoices) in a timely and accurate manner.
IN ADDITION TO THOSE LIMITATIONS FOUND IN THE AGREEMENT, ENTRATA WILL NOT BE RESPONSIBLE FOR THE PAYMENT OF ANY ASSESSED LATE FEES, PENALTIES, INTEREST, OR CHARGES (“FEES”) INCURRED AS A RESULT OF DELAYED INVOICES BEYOND THE REASONABLE CONTROL OF ENTRATA. ENTRATA WILL ALSO NOT BE RESPONSIBLE FOR ANY FEES, CLAIMS, LIABILITIES, DAMAGES, LOSSES OR COSTS (INCLUDING ATTORNEYS’ FEES) INCURRED AS A RESULT OF CUSTOMER’S FAILURE TO TIMELY DELIVER INVOICES TO ENTRATA WHEN SO REQUESTED, OR FOR UNDELIVERED, UNPROCESSED, OR LATE-PROCESSED INVOICES NOT RESULTING FROM ANY NEGLIGENCE OR MISCONDUCT OF ENTRATA.
Unless Customer and Entrata have previously signed an Amendment or Addendum for Job Costing, these terms govern the use of Job Costing.
OVERVIEW AND SCOPE OF USE
Entrata will provide Customer with access to the Job Costing Product via an online interface, displayed through Entrata’s administrative system, for viewing and managing projects, including both large- and small-scale projects, and for managing the accounts payable for such projects. Through the interface, Customer will have access to manage orders, invoices, payments, project progress, and associated documents. The Job Costing Product also contains budgeting and reporting capabilities and allows Customer to create draw requests and manage contracts.
DEFINITIONS
2.1 “Maintenance Release” means any available update or modification of the Software for the Product, including any correction, bug fix, patch or other work-around for the Software, created or developed by Entrata during the Term, but excluding a new version of any Product.
2.2 “Server(s)” means the server computers, as upgraded, replaced, or modified from time to time, that host the Administrative System and the Software for the Product.
REPORTS
Customer is solely responsible for communicating with the Administrative System to receive reports related to the Product. Entrata may also post reports in the Administrative System and send reports of certain transactions to Customer via email, if requested by Customer.
USE OF SERVICES
Customer agrees to use the Product only for Customer’s legitimate business purposes. Customer’s use of the Product may be on behalf of Property owners as an agent for such owners. Customer will not assign, copy, transfer, transmit, or permit access to the Product to Customer’s employees or any third party other than as expressly contemplated herein.
CONTENT RESPONSIBILITY
Customer agrees to use the Product in a commercially reasonable manner, and to refrain from uploading documents or data in size and quantity that would reasonably be expected to unduly burden the Product. Customer further agrees to not use the Product to create or send spam or other illegal, libelous, or offensive communications to any recipient. Customer assumes full responsibility and legal liability for any and all content created or uploaded by Customer via the Product, and for the accuracy, completeness, and legality of such content. Customer unconditionally warrants that it owns or has adequate licenses to all intellectual property (including copyrights, trademarks, patents, and all other similar 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 host or publish such content.
RESPONSIBILITIES OF ENTRATA
Access and Accuracy of Information. Entrata will provide Customer with access to the Product through the Administrative System for all Licensed Properties. Entrata will use commercially reasonable efforts to ensure the Entrata-created information and data used in the Product is accurate. Upon written notification of problems or inaccuracies, Entrata will use commercially reasonable efforts to correct any data integrity or errors caused by the Product.
DRAW REQUESTS
The draw request feature of the Product allows Customer to extract job financial information from the Product, compile documentation, and record funding deposits related to construction loan draw requests. Entrata does not warrant that such information will be sufficient to obtain requested funding from Customer’s lenders, nor that such information will comply with such lender’s requirements. Entrata is not responsible and will not be liable under any theory in law or equity, for any incomplete requests submitted to Customer’s lenders, or for the funding decisions of such lenders.
DISCLAIMERS, INDEMNIFICATION AND WARRANTY
Compliance with Law. Because laws and regulations change from time to time, the Product may not be updated to reflect the current state of all applicable compliance requirements of Customer. Customer should consult its own legal counsel with respect to compliance with any applicable laws and regulations. Entrata hereby disclaims all warranties with respect to the suitability or accuracy of the Product with regard to Customer’s legal compliance requirements.
Indemnification. Customer shall indemnify, defend, and hold harmless Entrata and each Entrata Indemnitee from and against any and all Losses incurred by an Entrata Indemnitee as a result of a claim, suit, action or proceeding brought by a third party to the extent related to any transaction or dispute between any third party (including any Property owner or tenant) and Customer.
Date Updated: October 23, 2024
1. OVERVIEW
Lead-to-Lease Intelligence is a data analytics dashboard which provides Customer with an overview of the effectiveness of their marketing efforts. Lead-to-Lease Intelligence allows Customers to analyze lead, applicant, and lease activity to optimize operational efficiency and improve ROI by tracking cost per lead, segmenting data, and evaluating lead sources, and uses predictive algorithms to model historical data and forecast future lease volumes based on budget estimates.
2. RESPONSIBILITIES OF ENTRATA
2.1 General. Entrata shall provide Customer with access to Lead-to-Lease Intelligence through the Administrative System.
3. RESPONSIBILITIES OF CUSTOMER
3.1 General. Customer acknowledges and agrees that the Product relies on Customer Data, and assumes full responsibility and liability for its use of the Product. As certain features of the Product, including predictive capabilities, are dependent on the accuracy and completeness of Customer Data, the output generated by the Product may be inherently subject to inaccuracies or omissions. Accordingly, the Customer agrees to independently verify and evaluate any insights, recommendations, or outputs produced by the Product before relying on them for decision-making purposes.
3.2 Customer Data. Customer acknowledges and agrees that the effectiveness of the Product relies on the accuracy, completeness, and timeliness of the data provided by the Customer. Customer is solely responsible for ensuring that all data supplied for the Product, including but not limited to lead sources, applicant information, and leasing activity, is accurate, current, and free of errors. Customer further agrees that any insights, recommendations, or predictive models generated by the platform are contingent upon the quality and integrity of the data provided. The Company shall not be liable for any inaccuracies, inefficiencies, or discrepancies in the Product’s performance or outputs that arise due to inaccurate, incomplete, or outdated data supplied by the Customer.
4. DISCLAIMERS
THE PRODUCT IS FURNISHED TO CUSTOMER IS PROVIDED "AS IS". ENTRATA MAKES AND CUSTOMER RECEIVES FROM ENTRATA NO WARRANTIES IN CONNECTION WITH THE PRODUCT, OR MODIFICATIONS OR IMPROVEMENTS THERETO, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE COMMUNICATED FROM ENTRATA TO CUSTOMER.
Entrata does not guarantee the accuracy, completeness, or reliability of any information generated by the Lead-to-Lease Intelligence Product. The Product may be subject to errors, data loss, and bugs, and its outputs are dependent on the quality and accuracy of the Customer Data input into the system. Entrata makes no representations, warranties, or guarantees regarding the accuracy or completeness of the input data or the reliability of any predictions or insights generated by the Product. Predictions and outputs are intended to assist decision-making but should not be solely relied upon for business decisions. The Customer acknowledges that it is solely responsible for any decisions made based on the Product’s outputs and hereby releases Entrata from any liability arising from or related to the use or reliance on the Product’s results.
1. SCOPE OF USE
The Lead Management Product will allow Customer to use the following:
The leasing agent dashboard in which the leasing agent may see real time reports of how many outstanding open leads they are responsible for and allow the agent to manage and view messages, voicemails, collect prospect information in the inbox, and communicate with leads. It will facilitate the planning, scheduling and managing of all lead activities, and provide reporting metrics for the same. The automated dashboard will create to-do items based on the leasing workflow, including completed applications, signed leases and upcoming renewals. The lead details will be sorted into various columns. The dashboard will include a Google calendar display and will allow Customer and agent to manage upcoming events, reminders, tasks, appointments, application approval, lease generation and approval, emails, lead assignment, and closed leads per occurrence or in bulk.
A detailed lead history tool that displays a complete history regarding individual leads from the time they were opened. The leasing agent will also be able to send emails directly to each lead from the lead view interface.
Management reporting tools will allow leasing agents to track their own personal performance and will allow managers to track the performance of each agent and office. Customer may use a computer to access the Lead Management Product 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 Product to facilitate the simplification of managing the potential residents / leads by capturing applicant and lead information and allowing for reporting and tracking of the lead.
2. RESPONSIBILITIES OF CUSTOMER
2.1 Administrative System. Entrata will provide Customer with Access Credentials that allow 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 Users that will use the Product.
2.3 Limitations. Customer agrees not to use the Product, 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 in compliance with applicable laws and regulations. Customer shall comply with all applicable laws and regulations in connection with, or affecting, the use of the Product. Customer will not use the Product 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 Users while using the Lead Management Product. Customer agrees to abide by all local, state, and national laws and regulations applicable to Customer's use of the Product, 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 Product. It is Customer's sole responsibility to understand and comply with all laws related to Customer's use of the Product. Customer acknowledges and agrees that Entrata does not endorse Customer content that is created by Customer through use of the Product.
2.5 Authorization. Customer agrees that it will only use the Product to provide and facilitate managing the information regarding potential residents and leads, and for no other purpose.
3. RESPONSIBILITIES OF ENTRATA
3.1 Installation; Training. Following and subject to receipt of the Setup Fees, Entrata will train Customer and provide technical assistance regarding implementing and use of the Product. 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 for the Product, including any required maintenance fixes, patches, work-around solutions, and new versions of the Software.
4. DISCLAIMERS
Entrata does not warrant or make any representations concerning the accuracy, likely results, or reliability of the Lead Management Product. 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 Product.
(Use of LeaseExecution requires a license for ResidentPortal)
1. DEFINITIONS
1.1 "Addenda" means a supplement or appendix to a Lease.
1.2 "Content" means, with respect to LeaseExecution™, 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 "Merge Field" means an entry that is used to identify which category of data source information will be printed or posted in its location.
1.6 "Merged Data" means factual information that is digitally transmitted into a Merge Field.
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 Access Credentials that allow Customer to perform administrative functions in connection with the Product 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.
2. SCOPE OF USE
The 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 Services 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 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 Services 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. RESPONSIBILITIES OF CUSTOMER
3.1 Administrative System. Entrata will provide Customer with Access Credentials that allow 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 Services, 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 Services. Customer will not use the Services 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. Customer agrees to abide by all local, state, 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 the United States through the Services. 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 neither endorses the Content nor gives assurances of the enforceability or legality of any Customer Lease that is used.
3.5 Indemnification. Customer shall indemnify, defend, and hold harmless Entrata and each Entrata Indemnitee from and against any and all Losses incurred by an Entrata Indemnitee as a result of a claim, suit, action or proceeding brought by a third party to the extent arising from Customer's use of the Services.
3.6 Comparable Data. Customer agrees that the LeaseExecution Product 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 offering, 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.
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 Products.
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 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 release and waiver shall be effective even if the loss, damage, or injury is a result of negligence on the part of Entrata. Customer shall indemnify, defend, and hold harmless Entrata and each Entrata Indemnitee from and against any and all Losses incurred by an Entrata Indemnitee as a result of a claim, suit, action or proceeding brought by a third party to the extent related to any omission on Customer's part to review the Merged Fields.
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 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 release and waiver shall be effective even if the loss, damage, or injury is a result of negligence on the part of Entrata. Customer shall indemnify, defend, and hold harmless Entrata and each Entrata Indemnitee from and against any and all Losses incurred by an Entrata Indemnitee as a result of a claim, suit, action or proceeding brought by a third party to the extent related to any omission on Customer's part to review Lease. 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. DISCLAIMERS
4.1 General. Entrata does not warrant or make any representations concerning the accuracy, likely results, or reliability of the LeaseExecution Product. 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 Product.
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 State or Federal 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. DEFINITIONS
1.1 "Addendum" means a supplement or appendix to a Lease.
1.2 "Administrative System" means the administrative website system to which Customer is given Access Credentials that allow Customer to perform administrative functions in connection with the Software as more fully described herein.
1.3 "Content" means, with respect to LeaseExecution Lite™, any text, data, language, information, documents, and all that is contained or dealt with in a Lease.
1.4 "Email" means an electronic computer message delivered via the Internet that can be composed by Customer and distributed through the Product to individual Recipients or groups of Recipients composed of individuals meeting qualifications selected by Customer.
1.5 "Lease" means a contract granting use or occupation of property during a specified period in exchange for a specified rent.
1.6 "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.
1.7 "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.
2. SCOPE OF USE
The 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 Services 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 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 Services 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. RESPONSIBILITIES OF CUSTOMER
3.1 Administrative System. Entrata will provide Customer with Access Credentials that allow 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 Services, 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 Services. Customer will not use the Services 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 Users while using the LeaseExecution Lite Product. Customer agrees to abide by all local, state, 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 the United States through the Services. 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 neither endorses the Content nor gives assurances of the enforceability or legality of any Customer Lease that is used.
3.5 Indemnification. Customer shall indemnify, defend, and hold harmless Entrata and each Entrata Indemnitee from and against any and all Losses incurred by an Entrata Indemnitee as a result of a claim, suit, action or proceeding brought by a third party to the extent related to Customer's use of the Services.
3.6 Comparable Data. Customer agrees that this Product 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 offering, 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.
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 Products.
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 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 release and waiver shall be effective even if the loss, damage, or injury is a result of negligence on the part of Entrata. Customer shall indemnify, defend, and hold harmless Entrata and each Entrata Indemnitee from and against any and all Losses incurred by an Entrata Indemnitee as a result of a claim, suit, action or proceeding brought by a third party to the extent related to any omission on Customer's part to review the Lease. 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 state law, and that Customer is advised to have an attorney 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. DISCLAIMERS
4.1 General. Entrata does not warrant or make any representations concerning the accuracy, likely results, or reliability of the LeaseExecution Lite 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 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 State or Federal 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.
Date Updated: September 13, 2024
(All customers licensed for Leasing Center must also be licensed for CallTracking)
1. DEFINITIONS
1.1 "Automated Call" means 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 these Terms and Conditions.
1.2 "Contact(s)" means a support incident, defined as a single incoming support request via telephonic voice (a "Voice Contact"), fax, or electronic correspondence (an "E-mail Contact") regarding any Product.
1.3 "CSR" means an Entrata customer service representative that will function as a quasi-leasing agent for Customer.
1.4 "Inbound Call" means a call received by Entrata via 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 these Terms and Conditions.
1.5 "Lead" means a person who applies for residency or requests further information regarding one of Customer's Properties. These may be casual website visitors, prospective apartment Residents, prospective commercial real estate tenants, or other users that are not active Residents.
1.6 "Leasing Center" means the customer support and telemarketing Product provided by the Entrata CSRs.
1.7 "Property Information" means all information relating to a Property including, but not limited to, documentation, photos, addresses, amenity descriptions, and other information as reasonably required to provide the Product.
1.8 "Resident" means a person who currently resides or will reside at one of Customer's Properties. These may be apartment residents, commercial real estate tenants, renters of storage space, or other users that have entered into an agreement with Customer as mutually agreed upon by the parties.
2. RESPONSIBILITIES OF CUSTOMER
2.1 Customer Information. Customer agrees to provide Entrata with current, accurate, complete, and sufficient Property Information, and Customer represents that it has taken reasonable steps to ensure that such Property Information is current, accurate, complete, and sufficient. 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 the Product. Customer must elect the tiered hour structure in which the CSRs will take calls. Customer further agrees to revise or provide additional Property Information as reasonably necessary in order to keep Property Information materially up to date to allow CSRs to accurately respond to requests for information.
2.2 Customer Contact; Lead & Resident Follow-up. Customer will provide the contact information for the Property representative who will receive the email notifications referenced in Section 3.1(c) below. Customer agrees that it is solely responsible for fulfilling requests submitted to Customer via such Property contact in accordance with Section 3.1(c).
2.3 Compliance with Laws and Regulations. Entrata provides the Product to support Customer’s management of inbound Lead and Resident calls. It is Customer's responsibility to ensure that the Property Information is in compliance with all laws and regulations, including, without limitation, Fair Housing laws and regulations. Entrata shall bear no responsibility for any breach by Customer of such laws and regulations and Customer should seek qualified legal counsel as necessary.
3. RESPONSIBILITIES OF ENTRATA
3.1 Provide Services. Entrata will provide the Product for those Leads and Residents who access the Leasing Center through the Customer's ProspectPortal and/or ResidentPortal websites, the toll-free number(s), and online chat. Entrata will provide the Product as set out in these Terms and Conditions including, without limitation, the following:
3.2 Training. Entrata agrees to provide standard support training to its employees, which shall include (at a minimum) training on the standard types of Property information and other matters required to provide quality service to Leads. Customer shall have the right to monitor and review the level of proficiency to which the CSRs are to be trained by Entrata to facilitate the performance of quality services. Entrata shall provide reasonable training to CSRs to provide Services hereunder and otherwise to meet the requirements applicable to CSRs.
3.3 Hours of Operation. Entrata will provide the option of inbound teleservices 365 days a year, 24 hours a day, commencing on the teleservices launch date. Customer's required hours of operation are detailed on the Sales Order or any attachment thereto.
3.4 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.
3.5 Comparable Data. Customer agrees that the Leasing Center Product is contingent upon Entrata accessing and using competitive data comparisons of similarly situated companies, and that any information supplied to Entrata by Customer, related to the Leasing Center Product, 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.
3.6 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 to provide comparable data analysis in furthering the functionality of its Products.
4. DISCLAIMERS
4.1 General. Entrata does not warrant or make any representations concerning the accuracy, likely results, timely response or reliability of the Leasing Center Product. In no event shall Entrata be liable for any damages (including, without limitation, damages or losses arising from (i) errors, omissions, or breaches of applicable law in Property Information and (ii) 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 Product. Customer is responsible for payment of any and all SMS Message Fees required by SMS Aggregators in connection with the SMS Messages provided in connection with Leasing Center. Such additional SMS Message Fees may be reflected in the form of updated monthly Fees charged by Entrata.
4.2 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 Product. Entrata's sole responsibility shall be to maintain these recordings utilizing no less than 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.
5. INBOUND TELESERVICING SPECIFICATIONS AND REPORTS
5.1 Program Description: Entrata will handle calls using a qualified customer service workforce to accept calls and answer general property-related questions.
5.2 Call Objective: To provide quality telephonic support services.
5.3 Training of CSRs: Customer may provide input on the language support required of CSRs, and the call flows that CSRs should follow, to fit Customer's needs. All CSRs utilized for inbound teleservices will act as Customer leasing agents. The CSRs will answer general property questions and perform the following tasks:
5.4 Quality Assurance: Customer may monitor recorded CSR Contact calls within the Administrative System, at Customer's convenience. All CSR calls will be recorded and are subject to review by supervisors.
5.5 IVR Capability: If feasible and in Entrata's reasonable discretion, Entrata may develop front end IVR prompter capability sufficient to capture and screen calls to meet Customer's needs. Where calls are handled via IVR, Customer may elect to use its own IVR messaging, and Entrata shall deploy the same.
5.6 Service Reports: Entrata will provide historical reports for the teleservices and program statistics, including the number of Inbound Calls answered and abandoned, and monitoring reports for the Product.
6. CALL CAPS; OVERAGE CHARGES; ADJUSTMENTS
6.1 Call Caps: Where stated in an applicable Sales Order (as may be attached to Customer's Agreement or other agreement for Entrata Services), calls to each Property licensed to use the Leasing Center Product shall be subject to the monthly call caps specified therein. Each Property’s monthly call caps will be aggregated annually and tracked by the Administrative System. Entrata shall provide reasonable notice to Customer, via the Administrative System, once a Property’s call volume approaches the annual contracted call cap. Customer may elect to adjust the Leasing Center settings to avoid overage charges for the remainder of the applicable year by redirecting calls to its own leasing agents or voicemail. Customer must contact Entrata to adjust the Administrative System settings to avoid overage charges.
6.2 Overage Charges: Monthly call caps shall be aggregated and enforced on an annual basis. All calls answered by Leasing Center agents beyond the aggregated annual call cap specified for a Property are subject to an overage fee, as stated in the Sales Order. Overage fees shall be calculated on a per-Property basis at least annually and billed in arrears.
6.3 Adjustments to Call Caps: Customer may only increase or decrease a Property’s elected call cap as follows:
Customer must provide Entrata with at least ninety (90) days’ notice of its intention to increase or decrease a call cap as outlined above. No adjustments to Customer’s call caps will be effective unless and until the amendment reflecting such adjustments has been signed by both parties.
7. AUTOMATED EMAIL RESPONSES
Entrata employs an automatic email responder to inform Leads and Residents that their emails have been received, and that a representative will be calling them or responding to their emails with the information that was requested. Where appropriate, Leads and Residents will be instructed to contact the Property office for response.
8. SIGNAL CALLS
The Leasing Center does not handle "signal calls" (e.g., third party monitored service calls, alarm system calls, etc.). We recommend that Customer forward these calls to someone who can answer for the Property in an emergency situation (cell phone, on call).
9. ENTRATA REDD – LEASING CENTER ™
9.1 Use of Entrata Redd – Leasing Center: Entrata Redd – Leasing Center is a virtual assistant platform that may be added to Leasing Center for the purpose of automating responses to routine call, text, and chat inquiries. Entrata Redd – Leasing Center may allow Properties to streamline responses and reduce overall call, text, and chat volumes by gathering contact information from Customer’s Leads and providing automated responses regarding pricing and availability, property-specific details, and other information pulled from specified Customer Data within Customer’s Entrata environment. Entrata Redd – Leasing Center consists of three virtual assistant modules:
Calls handled by Entrata Redd – Leasing Center are not counted against call cap volumes for purposes of the Section 6 above.
2.2 Redd Limitations: Should a Property discontinue use of Leasing Center at any time in accordance with the terms of the Agreement, Entrata shall also terminate such Property’s access to and use of Entrata Redd – Leasing Center. While Entrata Redd – Leasing Center may be added to Leasing Center at no cost to Customer initially, Entrata reserves the right to begin charging Customer for its use of Entrata Redd – Leasing Center by providing Customer with at least sixty (60) days’ advanced written notice. Entrata may also discontinue providing Entrata Redd – Leasing Center entirely by providing Customer with at least sixty (60) days’ notice. Redd is not available on all Property types and cannot be used for emergency calls.
10. Leasing Center Chat
All-hours live chat support provided by Leasing Center at an additional fee as outlined in the Sales Order.
11. Leasing Center Lite Customer may elect to use a lite version of the Leasing Center Service which only supports emergency maintenance call at a significantly reduced call cap. Customers must have Call Tracking to use Leasing Center Lite. Use of Leasing Center Lite includes Entrata Redd – Leasing Center.
1. SCOPE OF USE
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. RESPONSIBILITIES OF CUSTOMER
2.1 Limitations. Customer agrees not to use the Product 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 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. 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 Entrata’s servers (ProspectPortal Only).
3. RESPONSIBILITIES OF ENTRATA
3.1 Access. Entrata shall provide Customer with access to the Lobby Display Product, 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. DISCLAIMERS
4.1 General. Entrata does not warrant or make any representations concerning the accuracy, likely results, or reliability of the Lobby Display Product. 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 Product.
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.
Insurance Services are provided by Entrata’s Affiliate, Homebody Insurance Agency, LLC (hereinafter “Entrata”). Insurance Services are subject to the following terms and conditions.
1. Definitions
(a) “Applicable Law” means state, federal and local laws, regulations, rules, ordinances, judgments, decrees, temporary and permanent injunctions, writs, codes, administrative rulings, orders and directives of any court, governmental agency or entity with legal jurisdiction over the parties.
(b) “Fees” as used in this Exhibit, means the insurance premiums and all fees, charges, or other payments specified in this Agreement.
(c) “Insurer” means the insurance carrier issuing the Master Policy Policy(ies) to Customer.
(d) “Policy” is defined as the rental deposit alternative contractual liability insurance policy held by Customer that gives Customer’s Residents the option to purchase rental deposit insurance thereunder.
(e) “Policy Documents” is defined as the insurance policy documents issued by the Insurer upon binding the Customer’s Policy.
(f) “Resident” means the occupant(s), or potential occupant(s) of the rental properties owned and / or managed by Customer.
2. Provision of Services
2.1 Overview of Master Policy Program. The Master Policy program is a form of contractual liability insurance policy and management system through which Customer can obtain and manage coverage for specific apartment units (“Master Policy”). For its use of Master Policy, Customer will be invoiced a flat per-unit rate by Entrata, based upon Customer’s desired coverages, which Customer may elect to recover from its Residents where allowed by applicable law.
3. Customer’s Obligations
3.1 Customer’s Obligations. Customer must (i) ensure all Master Policy settings within the Master Policy Software are up-to-date and accurate; (ii) ensure all Residents’ proof of insurance information within the Entrata Administrative System is up-to-date and accurate; (iii) timely pay the premiums and fees outlined in the Sales Order, (iv) ensure all lease language with Residents covered by Master Policy complies with all Applicable Laws with regard to the provision of insurance products, including, but not limited to providing adequate notice of insurance coverage options; and (v) ensure all passing of premiums and other fees to Residents is in accordance with Applicable Laws and regulations. Entrata will not be liable to Customer, Customer’s Residents, or any other third party for Customer’s failure to comply with its obligations under this section.
3.2 Customer Recovery of Fees. In addition to recovering the costs of the Master Policy program, Customer will have sole discretion to charge lease violation or other fees to its Residents, which fees may only be charged in accordance with Applicable Law, and may not be presented to Residents as a premium for renter’s insurance coverage. In the event Customer’s Residents request reimbursement for any amounts charged by Customer in accordance with this section, such reimbursement will be Customer’s sole responsibility. Customer shall indemnify and defend Entrata and its officers, directors, employees, parent company and representatives against, and hold them harmless from (a) any claims or allegations arising from Customer’s failure to comply with the terms of this section, and (b) any judgments, awards, settlements, damages, expenses, losses, attorneys’ fees, and costs arising from or relating to any such claims or allegations.
4. Entrata’s Obligations
4.1 Entrata’s Obligations. Entrata will (i) provide Customer the necessary Master Policy Software; (ii) ensure all requests for coverage under Master Policy are sent to the insurance carrier; (iii) deliver to Customer the policy documents issued by the Insurer upon binding such policies; and (iv) collect all premiums and fees from Customer for Customer’s use of the Software, and for insurance coverage under Master Policy.
4.2 Master Policy Software. Entrata will provide to Customer access to certain software modules, within Customer’s Entrata environment, that allow Customer, among other things, to (a) manage the enrollment and removal of units from Master Policy coverage, (b) communicate coverage activity, (c) post lease charges to Resident ledgers (where applicable), and (d) receive and manage third party policy notifications.
4.3 Integration with Third Party Software. If applicable, and in accordance with the Agreement , Entrata will provide integration to Entrata accounting software or, if requested, Entrata will make commercially reasonable efforts to integrate data with other property management software. At minimum, Entrata will provide a report of scheduled charges available for export via property management software.
5. Fees
5.1 Premiums and Fees. All amounts invoiced to Customer must be paid by direct debit of an account designated by Customer as required by the Agreement, and pursuant to Customer’s selected insurance Policy and coverages. For the insurance coverages contemplated hereunder, Customer will pay to Entrata the monthly premium amount specified by the Insurer, which amount has been separately quoted to Customer as a per-unit premium. Customer hereby acknowledges and agrees that (i) premiums are dictated by the Insurer; (ii) the exact premium amount will be specified in the Policy Documents; and (iii) premiums are calculated in accordance with Customer’s selections for desired coverage.
5.2 Administration Fee. In addition to the monthly premium amounts invoiced to Customer in accordance with the Policy Documents, Entrata will invoice to Customer, and Customer will pay to Entrata, a monthly administration fee, in the amount specified in the Amendment adding the Master Policy Product, for the services provided by Entrata, including Entrata’s provision of the Master Policy Software. The administration fee is not charged by the Insurer and does not constitute a part of the premium.
5.3 Suspension of Master Policy. Entrata may suspend Master Policy if Customer fails to pay an invoice. Should Entrata suspend Master Policy, Customer must promptly pay all outstanding amounts. If Master Policy is suspended for any reason, Customer may lose insurance coverage in accordance with the terms of the Policy Documents, and Master Policy may be reinstated only at the discretion of the Insurer. In the event of suspension, Entrata does not guarantee continuous insurance coverage in the event Customer wishes to have a Policy reinstated. Any suspension of Master Policy does not constitute a breach of contract by Entrata, nor does it release Customer from the Agreement. Entrata will not be liable to Customer, Customer’s Residents, or any other third party for any damages arising out of suspension of Master Policy.
1. DEFINITIONS
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 Message Center Product 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 Short Code, 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 Product.
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 Keyword 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 fees charged by an SMS Aggregator to transmit and receive any SMS message to or from each SMS recipient including, but not limited to, fees charged in connection with A2P 10DLC registration.
1.10 "SMS System" means a system that uses the Product 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 Product and then transmitted to Recipients through the Product by using the Administrative System to direct the Product 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.
2. SCOPE OF USE
Customer may use Customer's computers to access and use the Message Center Product via the internet for the number of Properties, at the rates, and subject to the fees stated in the Statement of Work.
3. RESPONSIBILITIES OF CUSTOMER
3.1 Administrative System. Entrata will provide Customer with Access Credentials that allow 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; 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 Product and for the contents of its transmissions through the Message Center Product. Customer agrees:
Customer acknowledges that the laws governing the use of the Product are amended from time to time. Customer agrees to familiarize itself and comply with amendments to local, state and national laws and regulations related to the use of the Product. It is Customer's sole responsibility to understand and comply with all laws related to Customer's use of the Product. 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 Product 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 discontinuation of the Product.
3.5 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. RESPONSIBILITIES OF ENTRATA
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 Product is normally available.
4.2 Transmission of Voice Messages. The Message Center Product will allow Customer to use standard commercially available software, not included as part of the Message Center Product, which software must be set up pursuant to specific instructions provided by Entrata, to record and create .Wav files that will be transmitted as Voice Messages to Recipients through the Product 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 Message Center Product 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 Product 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.
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 Product.
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. SMS Aggregators may charge additional or new SMS Message Fees that are beyond Entrata's reasonable control. Customer is responsible for payment of any and all SMS Message Fees required by SMS Aggregators in connection with the SMS Messages provided hereunder. Such additional SMS Message Fees may be reflected in the form of updated monthly Fees charged by Entrata.
The NetVendor Integration connects Entrata Accounting with NetVendor’s vendor management platform. Use of the NetVendor Integration requires Customer to enter into an active agreement for vendor management services with NetVendor directly. As part of this process, Customer agrees that Entrata may share Customer’s information with NetVendor to facilitate execution of such agreement.
1. SCOPE OF USE
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 Product to notify the resident through a lobby display, email, text or SMS message, or through a ResidentPortal announcement.
2. RESPONSIBILITIES OF CUSTOMER
2.1 Limitations. Customer agrees not to use the Product 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 Customer agrees to not use the Product 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 Product, 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 Product 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 Product 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 Product.
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 Product and for the contents of its transmissions through the Product. Customer agrees:
Customer acknowledges that the laws governing the use of the Product are amended from time to time. Customer agrees to familiarize itself and comply with amendments to local, state and national laws and regulations related to the use of the Product. It is Customer's sole responsibility to understand and comply with all laws related to Customer's use of the Product. 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. RESPONSIBILITIES OF ENTRATA
3.1 Access. Entrata shall provide Customer with access to the Parcel Alert Product, 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 Product.
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. DISCLAIMERS
4.1 General. Entrata does not warrant or make any representations concerning the accuracy, likely results, or reliability of the Parcel Alert Product. 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 Product.
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.
1. SCOPE OF USE
Phone Porting is a Service provided by Entrata to Customers relating to the porting of Customer phone numbers from one phone carrier to another phone carrier. If Phone Porting Services are requested by Customer in connection with Entrata’s services, Customer hereby authorizes Entrata to facilitate the porting of the Customer phone number(s) between the old and new phone carrier.
2. CUSTOMER OBLIGATIONS
2.1 Limitations. Phone Porting limitations may exist based on the phone carrier the Customer currently uses, the phone carrier they will be transferring to, and whether the numbers are eligible to port. 800 numbers, VOIP services, and specific geographic locations may not allow a number to be portable. Entrata warrants to Customer that it will use commercially reasonable efforts to facilitate the phone porting; however, Entrata does not warrant that the phone numbers will port or operate in combination with any phone carrier selected by Customer.
2.2 Availability; Costs of Porting. Customer shall be required to inquire with their current phone carrier on the availability of porting a number, and request from the phone carrier to port the desired number to a new carrier. Customer shall provide the necessary information that the old and new phone carrier requires in order to have the number ported. Customer is solely responsible for any fees associated with their existing phone carrier contract, including but not limited to fees and/or other contractual liabilities that may be assessed in connection with requesting the porting of a phone number as contemplated herein. may be charged a fee for porting the number while still under contract. Entrata may also charge a fee for the porting service, as determined in Entrata’s sole discretion.
2.3 Deactivation with Current Carrier; Potential Downtime. Customer shall not deactivate their number with their current carrier until such a time that the porting process is complete. Customer acknowledges that there may be service downtime during the Phone Porting process and that Entrata shall bear no liability to Customer for this downtime. If Customer discontinues their number before the porting process is complete, Customer will lose the ability to port their number. Once the number is successfully ported, service with Customers old carrier may be deactivated. Entrata bears no responsibility or liability for a number being lost if Customer deactivates their number prematurely.
3. DISCLAIMER
Entrata does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the Phone Porting Service. Entrata must rely on third party services to port Customer numbers and in no event shall Entrata be liable for any damages (including, without limitation, lost profits, loss of use, damages for loss of phone number, phone downtime, data or profit or due to business or internet interruption) arising out of or in connection with the use of, or inability to use, Phone Porting.
1. SCOPE OF USE
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:
2. EVALUATION AND MANAGEMENT
Entrata will evaluate the benefit to Customer and perform continuous monitoring and management of the Product to optimize availability and performance. The parties will periodically evaluate the effectiveness of the Pricing Services Product, and Customer may terminate the Pricing Services Product at any time if unsatisfied. Customer will be expected to assist in evaluations by providing the following expected contributions:
Conference Call: Participate in conference calls with Product Manager and stakeholders.
Ad-Hoc Call / Email: Occasionally asked to contribute feedback to process design, requirement, and feature adjustments.
Testing: Once usability testing is ready, test with 1 to 3 emails and phone calls.
Feedback Sessions: Constructive dialogue, as needed, with Product and CSM.
Prospect Follow-Up is an email and call follow-up service offered by Entrata’s Leasing Center team. This Service allows Entrata’s leasing agents to contact your leads that have requested new or additional information via outbound email and/or calls. This Service requires a subscription to ProspectPortal.
1. DEFINITIONS
1.1 "Content" means, with respect to ProspectPortal® and ResidentPortal, 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 Product, 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 Customer. 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).
2. SCOPE OF USE
Customer may use Customer's Computers to access and use the ProspectPortal and ResidentPortal Products via the Internet for the number of Properties, at the rates, and subject to the fees stated herein. The Software for the Product shall reside on Entrata's ASP Server.
3. WEBSITE HOSTING SERVICES
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 any 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 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. Entrata will provide Customer with Access Credentials to the Administration system that allow 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 ongoing 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. SETUP, IMPLEMENTATION, CONTENT, ACCESSIBILITY
4.1 Setup and Implementation Responsibilities. 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 Entrata’s 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 Product 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:
the inclusion in any Website of any information, message, posting, or other Content that is illegal, obscene, pornographic, offensive, lewd, violent, misleading, fraudulent, drug-related, disparaging, unpatriotic, infringing, or inappropriate in the reasonable opinion of Entrata, or that may expose Customer or Entrata to any liability, or
4. Redd Chatbot. Redd Chatbot is available as a paid add-on for those Customers who have an existing contract for ProspectPortal. Redd Chatbot is only available to users while on the ProspectPortal website. Websites that activate Redd Chat can use its AI-powered chat feature to help property staff answer simple questions. Redd Chatbot can be activated to:
5. RESPONSIBILITIES OF CUSTOMERS
5.1 Limitations. Customer agrees to not use the Product, the Administrative System, the Services, 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 Product 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 Product 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 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 offering, 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.
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 Product.
5.9 Equal Housing Opportunity. It is the sole responsibility of Customer to maintain legal standards on Websites that comply with any applicable Equal Housing Opportunity legislation and regulations. Customer assumes responsibility for compliance with the Federal Fair Housing Act, which prohibits "any preference, limitation, or discrimination because of race, color, religion, sex, handicap, familial status, or national origin, or intention to make such preference, limitation or discrimination."
6. DESIGNS; DOMAIN NAMES
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 7.3 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 or for any other lawful purpose.
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. 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. 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. RESPONSIBILITIES OF ENTRATA
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. PHOTOGRAPHY
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. 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.
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. SOCIAL MEDIA (FACEBOOK INTEGRATION)
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.
Insurance Services are provided by Entrata’s Affiliate, Homebody Insurance Agency, LLC (hereinafter “Entrata”). Insurance Services are subject to the following terms and conditions.
Definitions
(a) “Agreement” means this Renters Insurance Exhibit, whereby Entrata will offer Customer’s Residents a convenient vehicle to procure insurance that is necessary to satisfy Residents’ obligations under Customer's lease agreements, where Customer has implemented the Requirement Clause.
(b) “Applicable Law” means state, federal and local laws, regulations, rules, ordinances, judgments, decrees, temporary and permanent injunctions, writs, codes, administrative rulings, orders and directives of any court, governmental agency or entity with legal jurisdiction over the parties.
(c) “Customer” means the operating apartment entity or investment vehicle that is responsible for the management and /or ownership, or any other related responsibilities as a Dwelling Unit Entrata to Residents.
(d) “Dwelling Unit” means a residential rental unit on the property owned or managed by Customer.
(e) “Insurance” means the renter’s insurance, renter’s liability insurance, or any other insurance-related products, offered by Entrata.
(f) “Insured” means an individual or corporate entity which is insured under the terms of the Insurance.
(g) “Marketing Materials” are the printed or electronic vehicles potentially available to prospective or existing Residents. This encompasses all marketing and advertising vehicles that are reasonably expected to inform and make the procurement of Insurance readily available to Residents.
(h) "Marketing Platform" includes Customer's grounds on the real properties, the offices in the rental properties, Resident’s email, phone or SMS contact information, any Customer websites or online Resident portals and any other means utilized to disperse advertising and Marketing Materials and documents, as further defined in 4.3 below.
(i) “Requirement Clause” means Customer's contractual statements to Residents relating to Customer's insurance requirements, as stated in Customer's lease agreements with Residents.
(j) “Resident” means the occupant(s), or potential occupant(s) of the rental properties owned and / or managed by Customer.
(k) “Renters Insurance” means the renter’s insurance product and internet vehicle, including the Software that is available to multifamily units and residents.
(l) “Services” (with respect to the Insurance and Renters Insurance products) means all included merchandise and applications provided by Entrata and any related software provided by Entrata or Entrata, Inc., and the use of a Marketing Platform, for Customer's real property and grounds, offices, website(s), portals, and any other means used to deliver marketing or advertising materials, relating to the offering of Insurance.
1. Scope of Use and Agreement
1.1 The Program. Customer may use the Renters Insurance Services provided by Entrata. Entrata may use the Marketing Platform to access current and prospective Residents and allow them to purchase Insurance through apartment websites, or property management offices, as well as pay their monthly premium to Entrata or on the ResidentInsure.com website (the “ResidentInsure Program”). In the interest of clarity, Customer’s responsibilities and obligations under this Agreement are to provide the Entrata with access to the Marketing Platform so that Entrata may sell, quote, negotiate and bind Insurance policies for Residents, and collect premiums thereon. In no event shall the Customer or its representatives be responsible for, or engage in activities constituting, the sale, solicitation, negotiation or binding of the Insurance, or any other activities for which a license is required.
1.2 Contractual Agreement. Customer is an owner and /or manager of rental properties and Entrata desires to offer Insurance services to Residents. In return for Entrata’s Services, Customer will complete certain administrative tasks to ensure its Residents are insured. It is understood and agreed that while this Agreement provides the Entrata with the exclusive right to use the Marketing Platform and the exclusive right to market the Insurance to the Customer’s Residents, the Agreement does not create any obligation on the Resident to purchase Insurance from the Entrata or for the Customer to obligate the Resident to purchase Insurance from the Entrata.
1.3 Proprietary Rights. Entrata shall have the rights to all the title and interest in any names, addresses or other information it obtains from Customer’s Residents, as it relates to Insurance.
2. Responsibilities of Customer
2.1 Limitations. Customer agrees not to use the software, the administrative system, any content from Entrata or Entrata, Inc. or any information learned from any of the foregoing for any purpose other than as contemplated herein. Customer shall not use the software, or any content garnered for illegal purposes.
2.2 Entrata Access to Marketing Platform. Customer grants Entrata access to use the Marketing Platform for any marketing and advertising purposes related to offering Entrata's Services.
2.3 Resident Access to Entrata Marketing Materials. Customer will provide the Entrata with the exclusive right and access to the following marketing methods for the Residents and potential Residents to access Entrata:
2.4 Training. Entrata and Customer will mutually agree upon the training options, time frames and mediums.
2.5 Customer Use. Customer shall use the Services in accordance with any documentation or written instructions and shall only display the Marketing Materials in the manner Entrata indicates. 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.
2.6 Property Status. Customer must attach a list of all the properties with leases provisions that include or will be updated to include the Requirement Clause (see the Property List attached to the Amendment adding the Renters Insurance Product). If Customer is not fully integrated with other Entrata systems and Entrata integrated property management software, upon the commencement of this Agreement Customer shall give Entrata a listing of all residential properties with lease provisions that include or will be updated to include the Requirement Clause, including property name, address, and the number of Dwelling Units at each property owned or managed by Customer. Should ownership and/or management of the property change, Customer must notify Entrata within 30 days of said change. Customer agrees to give a quarterly report to Entrata, which lists the move-in-date, lease start date, and renewing Residents.
2.7 Not an Agent. Customer knows and agrees that it and its employees are not insurance agents and may not act or perform the activities of an insurance agent. Customer may not discuss coverage options and claims with Residents.
2.8 Receipt of Premium Payments. Customer knows and agrees that it and its employees cannot receive any premium payments from a Resident. If a Resident mistakenly provides a premium payment to Customer, Customer agrees that the premium is always the property of Entrata and shall immediately transfer the premium to the Entrata.
2.9 Compliance with Law. It is Customer’s responsibility to fulfill any compliance requirements or obligations that Customer may have under all Applicable Law. Customer will not use the Services to engage directly or indirectly in any activity that is illegal or fraudulent.
2.10 Residents Required to Maintain Renter’s Insurance. As is customary practice in the industry, Customer will require all of its Residents to maintain renter’s insurance, and the Requirement Clause will be included in Customer's lease that Residents are required to sign.
2.11 Legal Compliance of Requirement Clause. Customer agrees that the Requirement Clause it provides to Residents will be in compliance with Applicable Law.
2.12 Other Activities. Customer agrees to perform other activities, including administrative activities, as mutually agreed upon in writing by the parties.
2.13 Exclusivity. During the full term of this Agreement, Customer shall grant to Entrata the exclusive access to market Insurance to Residents, it being understood that Residents ultimately retain the ability to decide whether to procure the Insurance through the Entrata or satisfy the Requirement Clause through some other permissible method. Customer shall grant to Entrata the exclusive use of the Marketing Platform as well as the permission to contact Residents relating to products advertised through the Marketing Platform. Customer agrees that this is a material aspect of this Agreement, the breach of which will cause Entrata irreparable harm and damages. If this Section 2.13 is breached, Entrata may take any actions and remedies authorized in this Agreement or under Applicable Law.
2.14 Records Inspections and Data Entry. Customer shall make available all the records relating to the Services provided herein if Entrata so requests. After receiving notice from Entrata, the records must be either produced during Customer's regular business hours and provided to Entrata or made available to be inspected. The preferred method of inspection will be chosen at the discretion of Entrata.
2.15 No Assignment or Delegation Allowed. Customer must not assign its rights or delegate its duties under this Agreement.
3. Responsibilities of Entrata
3.1 Market the Insurance. Entrata will develop, produce, and utilize marketing products and materials to advertise the Insurance to Customer's Residents. Entrata will defend and indemnify Customer if any Marketing Materials used to market the Insurance infringe on any intellectual property rights of a third party or violate Applicable Law.
3.2 Marketing Materials. Entrata will use commercially reasonable efforts to create, develop, and properly distribute Marketing Materials to Customer. Upon written notification, Entrata will use commercially reasonable efforts to correct any problems or errors in any of the Marketing Materials it provides.
3.3 Administrative Activities. Entrata will configure the administrative system that provides a seamless program for Residents to sign up for and pay their insurance premium. Entrata will provide any other administrative functions the parties agree upon in writing. Entrata will cooperate in training Customer and those related parties, as necessary and appropriate.
3.4 Services Provided. Entrata will provide the software, including ResidentInsure and the integration features, to Customer. Entrata will solicit Residents and obtain applications of enrollment for the Services. Entrata will maintain a website domain for the use of Residents and Customer for the duration of this Agreement. Entrata will allow for any internet interfacing capabilities, including providing hyperlinks and other related services, to facilitate the offering of Insurance to Residents. Entrata will cooperate with Customer to further develop mutually beneficial avenues to provide the Services contemplated herein. The host-site (ResidentInsure.com) or any other website utilized and maintained by Entrata will not contain any information or content that would offend a reasonable person or decrease the goodwill or business reputation of Customer or be in violation of Applicable Law.
3.5 Change in Services. Entrata may add, delete, or change the features or functions of the Services, at any time in the sole discretion of Entrata. 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 the reasonable control of Entrata, such as telecommunications failure or equipment failure, may also cause the Services to be unavailable to Customer. Entrata may, as necessitated by law or upon providing reasonable written notice to Customer, cease offering the Services provided in this Agreement.
3.6 Maintain Licenses. Entrata will obtain and maintain all the necessary license(s), appointment(s) and other authorizations as required by Applicable Law to transact the business contemplated in this Agreement, in all the states in which it operates. Copies will be provided by Entrata to Customer upon written request.
3.7 Compliance with Law. Entrata will fully comply with all Applicable Law.
4. Administrative Service Agreement
4.1 Administrative Services. For allowing Entrata to market and advertise to Customer’s Residents at Customer's rental properties, Entrata agrees to provide the Services described herein to assist in reducing the exposure and liability of Customer and provide an Insurance option that is convenient and readily available to Residents.
4.2 Marketing Fee. Entrata shall pay Customer those applicable Marketing Fees outlined in the Amendment adding the Renter’s Insurance Service.
5. Commencement Date and Term
5.1 Initial Term and Automatic Renewal. Unless earlier terminated pursuant to this Agreement’s express provisions, this Agreement shall commence on the Effective Date and run coterminously with the Agreement entered into between Entrata, Inc. and Customer (the “Initial Term”). This Agreement shall automatically renew in accordance with the terms of the Agreement, unless and until either party gives the other party sixty (60) days’ prior written notice of non-renewal (the “Renewal Term”). The Initial Term and Renewal Term are collectively herein, the “Term”.
5.2 Addition or Removal of Properties. Customer may add a property by executing an Amendment to update the Property List with Entrata. During the Term of the Agreement, Customer may only remove properties from the list of properties covered by the Agreement if Customer loses management or ownership of the property.
6. Termination
The Initial Term or Renewal Term may be terminated by the following methods:
6.1 For Cause. Either party may terminate this agreement for cause, meaning the breaching party is given notice by the non-breaching party of a material breach of the agreement that is not cured within 20 days thereof.
6.2 Mutual Consent. The Agreement may be terminated by the mutual written consent of both parties at any time.
6.3 Voluntary. The Agreement may be terminated by either party if such party gives the other party notice of non-renewal at least sixty (60) days’ prior to the end of the then current Term.
6.4 By Entrata If Unprofitable. If, in Entrata's discretion, a property covered by this Agreement is unprofitable, the parties will meet to discuss the reasons therefor and, acting in good faith, work together where possible to implement solutions designed to increase revenue to Entrata so as to make this Agreement profitable to Entrata for the property(ies) identified. If, after good faith efforts, a property continues to be unprofitable for Entrata, Entrata may eliminate the property from the calculation of the Marketing Fee.
6.5 Bankruptcy and Insolvency. Either party may terminate the Agreement if the other party has filed for bankruptcy or is insolvent.
6.6 After Termination. After this Agreement is terminated, Customer must return all the property of Entrata and stop using any of Entrata's property that has been provided to Customer.
7. Mediation
In the event a dispute shall arise between the parties to this Agreement, the parties agree, as a condition precedent to pursuing any other formal legal remedy, to participate in at least four (4) hours of mediation in accordance with the mediation procedures of United States Arbitration & Mediation (“USA&M”). Mediation involves each side of a dispute sitting down with an impartial person, the mediator, to attempt to reach a voluntary settlement. Mediation involves no formal court procedures or rules of evidence, and the mediator does not have the power to render a binding decision or force an agreement on the parties. The parties agree to share equally in the costs of the mediation. The mediation shall be administered at a USA&M office, chosen at Entrata’s discretion.
8. Non-Exclusive Agreement for Entrata
This is a non-exclusive Agreement with respect to Entrata-only. Entrata is free to enter into agreements with other companies to offer Services similar to the ones provided to Customer herein. This Agreement does not make either party the agent of the other, or create a partnership, joint venture or similar relationship between the parties. With regard to Entrata’s website(s), Entrata has exclusive control over the destination website(s) that Residents may link to and can make any changes it deems necessary.
9. Independent Contractor
Customer and Entrata will function as independent contractors during the Term of this Agreement and each party shall have the right to conduct its obligations arising under this Agreement in any way that is commercially reasonable and consistent with the terms and conditions hereof. Each party is responsible for the acts or omissions of its respective employees, agents, and representatives and is liable for any claims or causes of actions that may arise.
10. Miscellaneous
10.1 No Liability. Entrata does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the Services provided in this Agreement. 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 Services provided herein. Except as stated in Section 3.1 above, Entrata, its parent companies, subsidiaries or affiliates shall have no liability from any Marketing Materials, or information on the host-site (ResidentInsure.com) or any other links to other websites that Entrata maintains. Customer shall indemnify, defend, and hold harmless Entrata and its officers, directors, employees and agents, from and against any and all claims, suits, losses, damages, costs, fees, and expenses (including reasonable attorneys' fees) resulting from or arising out of any acts or omissions of Customer’s officers or directors, employees, agents, or customers, or the negligence or misconduct of Customer in performance of its obligations under this Agreement.
10.2 Non-Disparagement. Customer agrees not to directly or indirectly make, express, transmit, speak, write, verbalize or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory, harm the good will, or negative toward, Entrata or any of its directors, officers, Affiliates, subsidiaries, employees, agents or representatives.
RentPlus Services are provided by Entrata’s Affiliate Simplified Business Group, LLC, doing business as Rent Dynamics, a Utah limited liability company (hereinafter “RentPlus”).
RESPONSIBILITIES OF CUSTOMER
1. Customer shall inform each of its Residents of their automatic enrollment the RentPlus Service, that their participation in the RentPlus Service is at no charge, and that they have the ability to opt-out of participation at any time.
2. Customer shall within ten (10) days of the end of each month provide Rent Dynamics with accurate Resident information related to the Resident and such Resident’s associated rent/utility payment data (“Resident Data”) for the prior month so that Rent Dynamics can perform the Services and administer the RentPlus Service. Customer must notify Rent Dynamics of and correct any identified errors in Resident Data as soon as reasonably practicable. Rent Dynamics shall not be liable for any inaccurate Resident Data received from Customer and reported by Rent Dynamics to a Credit Bureau (defined below) prior to Rent Dynamics receiving Customer’s notice that Resident Data was inaccurate.
3. Customer shall provide Rent Dynamics with technical data, information, access and resources necessary for the delivery of RentPlus Services, including, but not limited to access to any third-party property management software. Rent Dynamics shall have no liability or risk for any errors, disruption or other problems with the Services attributable to the content, accuracy, completeness or consistency of any information or other resources supplied by Customer.
4. Customer shall designate an individual to serve as a principal point of contact to timely provide answers to questions, technical consultation, information, and acceptances.
RESPONSIBILITIES OF RENT DYNAMICS
1. Rent Dynamics shall manage the enrollment of Customer’s Residents in the RentPlus Service and will convert Resident Data received from Customer into the respective formats required by Experian, Transunion, and/or Equifax (each a “Credit Bureau”).
2. Provided Customer timely submits Resident Data to Rent Dynamics, Rent Dynamics will submit Resident Data monthly to at least one Credit Bureau.
3. Rent Dynamics shall provide Customer with marketing materials for promotion of the RentPlus Service and provide basic training for Customer’s leasing staff. Customer may not modify any materials provided by Rent Dynamics without prior written consent from Rent Dynamics.
4. Rent Dynamics shall mediate each dispute relating to Resident Data filed by Customer’s Residents with the Credit Bureaus or submitted directly to Rent Dynamics within thirty (30) days of receiving written notice of the dispute.
NO LIABILITY
Rent Dynamics shall be excused from performing its obligations to the extent Rent Dynamics’ performance is materially prevented or hindered by: (a) the failure by Customer, Customer’s personnel or any Customer third-party contractor to materially perform its tasks related to the Services; (b) unreasonable, untimely, inaccurate, or incomplete information from Customer; or (c) the failure of any Customer hardware or software, including any third-party property management software.
TERM
Notwithstanding anything contained in the Agreement to the contrary, the term of the RentPlus – Fannie Mae Program commences on the date Customer purchases RentPlus for a particular property and ends 12 months thereafter. For example, if Customer initially purchases RentPlus on January 6 for 5 properties, the term of the program for those 5 properties shall end on January 5 of the following year. If Customer then purchases RentPlus for 3 additional properties on February 12, the term of the program for those 3 additional properties shall end on February 11 of the following year.
FEES
For those properties listed in Schedule 1 of the Sales Order, Rent Dynamics shall seek reimbursement from Fannie Mae for the amount set forth in the Sales Order as one-time reimbursement (the “Fee”). The Customer shall have no payment obligations for RentPlus Services provided to those Fannie Mae properties listed on Schedule 1 of the Sales Order.
In the event Customer chooses to pay for the RentPlus Service directly, Rent Dynamics shall pay Rent Dynamics the Fees set forth in the Sales Order. Upon payment of the Fee and pursuant to an agreement between Rent Dynamics and Fannie Mae, Customer shall seek reimbursement from Fannie Mae for its payment of such Fees.
The RentPlus Services are provided by Entrata through Homebody Insurance Agency, LLC and its Affiliate Simplified Business Group, LLC, also known as Rent Dynamics (hereinafter “Rent Dynamics”).
RESPONSIBILITIES OF CUSTOMER
1. Customer shall inform each of its Residents of their automatic enrollment the RentPlus Services, that their participation in the RentPlus Services is at no charge, and that they have the ability to opt-out of participation at any time.
2. Customer shall within ten (10) days of the end of each month provide Rent Dynamics with accurate Resident information related to the Resident and such Resident’s associated rent/utility payment data (“Resident Data”) for the prior month so that Rent Dynamics can perform the Services and administer the RentPlus Services. Customer must notify Rent Dynamics of and correct any identified errors in Resident Data as soon as reasonably practicable. Rent Dynamics shall not be liable for any inaccurate Resident Data received from Customer and reported by Rent Dynamics to a Credit Bureau (defined below) prior to Rent Dynamics receiving Customer’s notice that Resident Data was inaccurate.
3. Customer shall provide Rent Dynamics with technical data, information, access and resources necessary for the delivery of RentPlus Services, including, but not limited to access to any third-party property management software. Rent Dynamics shall have no liability or risk for any errors, disruption or other problems with the Services attributable to the content, accuracy, completeness or consistency of any information or other resources supplied by Customer.
4. Customer shall designate an individual to serve as a principal point of contact to timely provide answers to questions, technical consultation, information, and acceptances.
RESPONSIBILITIES OF RENT DYNAMICS
1. Rent Dynamics shall manage the enrollment of Customer’s Residents in the RentPlus Services and will convert Resident Data received from Customer into the respective formats required by Experian, Transunion, and/or Equifax (each a “Credit Bureau”).
2. Provided Customer timely submits Resident Data to Rent Dynamics, Rent Dynamics will submit Resident Data monthly to at least one Credit Bureau.
3. Rent Dynamics shall provide Customer with marketing materials for promotion of the RentPlus Services and provide basic training for Customer’s leasing staff. Customer may not modify any materials provided by Rent Dynamics without prior written consent from Rent Dynamics.
4. Rent Dynamics shall mediate each dispute relating to Resident Data filed by Customer’s Residents with the Credit Bureaus or submitted directly to Rent Dynamics within thirty (30) days of receiving written notice of the dispute.
NO LIABILITY
Rent Dynamics shall be excused from performing its obligations to the extent Rent Dynamics’ performance is materially prevented or hindered by: (a) the failure by Customer, Customer’s personnel or any Customer third-party contractor to materially perform its tasks related to the Services; (b) unreasonable, untimely, inaccurate, or incomplete information from Customer; or (c) the failure of any Customer hardware or software, including any third-party property management software.
TERM
Notwithstanding anything contained in the Agreement to the contrary, the term of the RentPlus – Freddie Mac Program commences on the date Customer purchases RentPlus for a particular property and ends 24 months thereafter. For example, if Customer initially purchases RentPlus – Freddie Mac on January 6 for 5 properties, the term of the program for those 5 properties shall end on January 5 two year later. If Customer then purchases RentPlus – Freddie Mac for 3 additional properties on February 12, the term of the program for those 3 additional properties shall end on February 11 two years later.
FEES
For those properties listed in Schedule 1 of the Amendment, Rent Dynamics shall seek reimbursement from Freddie Mac for the aggregated amounts set forth in the Amendment as one-time reimbursement (the “Fee”). The Customer shall have no payment obligations for RentPlus Services – Freddie Mac provided to those Freddie Mac properties listed on Schedule 1 of the Amendment.
In the event Customer chooses to pay for the RentPlus Services – Freddie Mac directly, Rent Dynamics shall pay Rent Dynamics the Fees set forth in the Amendment. Upon payment of the Fee(s) and pursuant to an agreement between Rent Dynamics and Freddie Mac, Customer shall seek reimbursement from Freddie Mac for its payment of such Fees.
Date Updated: September 13, 2024
RentPlus Services are provided by Entrata’s Affiliate Simplified Business Group, LLC, doing business as Rent Dynamics, a Utah limited liability company (hereinafter “RentPlus”).
RESPONSIBILITIES OF CUSTOMER
1. Customer shall present to each of its Residents – either at lease execution, lease renewal or mid-lease term – the opportunity to enroll in the RentPlus Service.
2. Customer shall require Residents wanting to participate in the RentPlus Service to execute a valid and binding lease addendum between Customer and the Resident that contains the terms set forth below. All Residents residing in Maryland shall be required to execute the Maryland version of the RentPlus Lease Addendum incorporated below. Customer may not modify the terms of either of the below lease addenda without Entrata’s prior express written consent:
RentPlus Lease Addendum
The RentPlus service is a credit reporting and financial tool provided by Simplified Business Group, LLC, doing business as Rent Dynamics (“Rent Dynamics”), to report Resident’s rent and/or utility payments due under the Rental Agreement to one or more consumer reporting agencies (e.g., Equifax, TransUnion, and/or Experian). RentPlus is an amenity provided by the property for which all Residents are automatically enrolled. Within three business days of signing this addendum Resident will receive an email from support@rentplus.com with details about the RentPlus service. Should Resident decide not to continue with the RentPlus service, Resident will have one month to opt out without incurring any cost.
After the first month of RentPlus services, the cost of the RentPlus service is $<x> per month if there is one Resident participating, or a combined service fee of $<y> per month if there are multiple Residents participating. The monthly fee will be charged with Resident’s rent bill on an automatic recurring basis unless and until Resident cancels. Charges are non-refundable.
After enrolling in RentPlus, Resident may cancel the RentPlus service at any time, for any or no reason. Continued enrollment in Rent Reporting is entirely optional and is not a condition of your Rental Agreement. Resident may cancel by sending written notice of termination to Rent Dynamics at 4205 Chapel Ridge Road, Lehi, Utah 84043 – Attn RentPlus Service Charge, or contacting Rent Dynamics directly at support@rentplus.com. Resident must cancel no later than ten (10) days before the end of the month to avoid being charged for a subsequent month.
For more information about the RentPlus service, please refer to the FAQs located at https://www.rentplus.com/faq/ or contact Rent Dynamics at support@rentplus.com.
By signing below, or electronically accepting through your landlord, Resident is enrolling in RentPlus and agrees to the terms and conditions set forth in this addendum and the RentPlus terms of use that can be found at www.rentplus.com/terms-of-use. The RentPlus services and fees may be altered or otherwise modified by Rent Dynamics with thirty (30) days’ advance notice to Resident. Resident’s failure to cancel the RentPlus service (as described above) after receiving such notice constitutes acceptance of any such changes. Rent Dynamics is an intended third-party beneficiary of this addendum.
If you have any questions, please contact Rent Dynamics at support@rentplus.com or 855-388-5314.
[End of RentPlus Addendum]
RentPlus Lease Addendum - Maryland
The RentPlus service is a credit reporting and financial tool provided by Simplified Business Group, LLC, doing business as Rent Dynamics (“Rent Dynamics”), to report Resident’s rent and/or utility payments due under the Rental Agreement to one or more consumer reporting agencies (e.g., Equifax, TransUnion, and/or Experian). RentPlus is an amenity provided by the property for which all Residents are automatically enrolled. Within three business days of signing this addendum Resident will receive an email from support@rentplus.com with details about the RentPlus service. Should Resident decide not to continue with the RentPlus service, Resident will have one month to opt out without incurring any cost.
After the first month of RentPlus services, the cost of the RentPlus service is $<x> per month if there is one Resident participating, or a combined service fee of $<y> per month if there are multiple Residents participating. The monthly fee will be charged with Resident’s rent bill on an automatic recurring basis unless and until Resident cancels. Charges are non-refundable.
After enrolling in RentPlus, Resident may cancel the RentPlus service at any time, for any or no reason. Continued enrollment in Rent Reporting is entirely optional and is not a condition of your Rental Agreement. Resident may cancel by sending written notice of termination to Rent Dynamics at 4205 Chapel Ridge Road, Lehi, Utah 84043 – Attn RentPlus Service Charge, or contacting Rent Dynamics directly at support@rentplus.com. Resident must cancel no later than ten (10) days before the end of the month to avoid being charged for a subsequent month.
For more information about the RentPlus service, please refer to the FAQs located at https://www.rentplus.com/faq/ or contact Rent Dynamics at support@rentplus.com.
By signing below, or electronically accepting through your landlord, Resident is enrolling in RentPlus and agrees to the terms and conditions set forth in this addendum and the RentPlus terms of use that can be found at www.rentplus.com/terms-of-use. The RentPlus services and fees may be altered or otherwise modified by Rent Dynamics with thirty (30) days’ advance notice to Resident. Resident’s failure to cancel the RentPlus service (as described above) after receiving such notice constitutes acceptance of any such changes. Rent Dynamics is an intended third-party beneficiary of this addendum.
If you have any questions, please contact Rent Dynamics at support@rentplus.com or 855-388-5314.
For Maryland residents: In addition to the cancellation rights mentioned above, You, the buyer, may cancel this contract at any time prior to midnight of the third business day after the date of the transaction. See the attached notice of cancellation form for an explanation of this right.
[End of RentPlus Addendum – Maryland]
3. Customer shall bill and collect payment of the applicable monthly fee directly from Residents enrolled in the RentPlus Service (hereinafter “Enrolled Residents”). Customer shall not be relieved of its payment obligations to Rent Dynamics for Customer’s failure to collect monthly fees from Enrolled Residents.
4. Customer shall manage and track the enrollment of its Residents in the RentPlus Service and shall within ten (10) days of the end of each month provide Rent Dynamics with accurate information related to the Resident and such Resident’s associated rent/utility payment data (“Resident Data”) for the prior month so that Rent Dynamics can perform the Services and administer the RentPlus Service. Customer must notify Rent Dynamics of and correct any identified errors in Resident Data as soon as reasonably practicable. Rent Dynamics shall not be liable for any inaccurate Resident Data received from Customer and reported by Rent Dynamics to a Credit Bureau (defined below) prior to Rent Dynamics receiving Customer’s notice that Resident Data was inaccurate.
5. Customer shall provide Rent Dynamics with technical data, information, access and resources necessary for the delivery of RentPlus Services, including, but not limited to access to any third-party property management software. Rent Dynamics shall have no liability or risk for any errors, disruption or other problems with the Services attributable to the content, accuracy, completeness or consistency of any information or other resources supplied by Customer. Customer shall designate an individual to serve as a principal point of contact to timely provide answers to questions, technical consultation, information, and acceptances.
RESPONSIBILITIES OF RENT DYNAMICS
1. Rent Dynamics will enroll existing Residents into the RentPlus Service and send communications to existing Residents.
2. Rent Dynamics will review and convert Resident Data received from Customer into the respective formats required by Experian, Transunion, and/or Equifax (each a “Credit Bureau”).
3. Provided Customer timely submits Resident Data to Rent Dynamics, Rent Dynamics will submit Resident Data monthly to at least one Credit Bureau.
4. Rent Dynamics shall provide Customer with marketing materials for promotion of the RentPlus Service and provide basic training for Customer’s leasing staff. Customer may not modify any materials provided by Rent Dynamics without prior written consent from Rent Dynamics.
5. Rent Dynamics shall mediate each dispute relating to Resident Data filed by Customer’s Residents with the Credit Bureaus or submitted directly to Rent Dynamics within thirty (30) days of receiving written notice of the dispute.
NO LIABILITY
Customer shall require each Enrolled Resident to pay a monthly fee for the RentPlus Services as specified in one or more Sales Orders or Amendments executed by the Parties (the “Monthly Fee”). The Monthly Fee shall be collected by Customer. Each month Rent Dynamics will issue an invoice to Customer for Customer’s portion of the Monthly Fee based on the number of Enrolled Residents. Rent Dynamics’ portion of the Monthly Fee shall be set forth on the Sales Order or Amendment.
In the event Customer chooses to pay for the RentPlus Service directly, Rent Dynamics shall charge Customer the Fee listed in the Sales Order or Amendment and all Residents in a given unit will receive the benefits and features of RentPlus.
RentPlus Services are provided by Entrata’s Affiliate Simplified Business Group, LLC, doing business as Rent Dynamics, a Utah limited liability company (hereinafter “RentPlus”).
RESPONSIBILITIES OF CUSTOMER
1. Customer shall inform Residents that the RentPlus Service is a credit reporting and financial tool sponsored by landlord and provided by Simplified Business Group, LLC, doing business as Rent Dynamics, to report a Resident’s rent and/or utility payments made under the Resident’s lease agreement to one or more consumer reporting agencies (e.g., Equifax, TransUnion, and/or Experian). Enrollment in the RentPlus Service is entirely optional and is not a requirement for Resident to enter into a lease agreement with the landlord.
2. Customer shall inform Residents electing to enroll in the RentPlus Services (“Enrolled Residents”) that (a) each Enrolled Resident will be required to comply with the terms and conditions set forth in the RentPlus Terms of Use found at: www.rentplus.com/terms-of-use, (b)the RentPlus Service and monthly fees may be altered or otherwise modified by Rent Dynamics with thirty (30) days’ advance notice to the Enrolled Resident; (c) an Enrolled Resident may withdraw from participation in the RentPlus Service at any time, and for any or no reason, by either (i) logging in at my.rentplus.com/login and clicking on Account Settings; or (ii) sending written notice of cancellation to Rent Dynamics at 91 East 700 South, Logan UT 84321 – Attn RentPlus Service Charge; or (iii) contacting Rent Dynamics directly at support@rentplus.com; and (d) an Enrolled Resident must cancel no later than ten (10) days before the end of the month to avoid being charged for the following month.
3. Customer shall bill and collect payment of the applicable monthly fee directly from Enrolled Residents. Customer shall not be relieved of its payment obligations to Rent Dynamics for Customer’s failure to collect monthly fees from Residents.
4. Customer shall manage and track the enrollment of its Residents in the RentPlus Service and shall within ten (10) days of the end of each month provide Rent Dynamics with accurate information related to each Enrolled Resident and such Resident’s associated rent/utility payment data (“Resident Data”) for the prior month so that Rent Dynamics can perform the Services and administer the RentPlus Service. Customer must notify Rent Dynamics of and correct any identified errors in Resident Data as soon as reasonably practicable. Rent Dynamics shall not be liable for any inaccurate Resident Data received from Customer and reported by Rent Dynamics to a Credit Bureau (defined below) prior to Rent Dynamics receiving Customer’s notice that Resident Data was inaccurate.
5. Customer shall provide Rent Dynamics with technical data, information, access and resources necessary for the delivery of RentPlus Services, including, but not limited to access to any third-party property management software. Rent Dynamics shall have no liability or risk for any errors, disruption or other problems with the Services attributable to the content, accuracy, completeness or consistency of any information or other resources supplied by Customer.
6. Customer shall designate an individual to serve as a principal point of contact to timely provide answers to questions, technical consultation, information, and acceptances.
RESPONSIBILITIES OF RENT DYNAMICS
1. Rent Dynamics will review and convert Resident Data received from Customer into the respective formats required by Experian, Transunion, and/or Equifax (each a “Credit Bureau”).
2. Provided Customer timely submits Resident Data to Rent Dynamics, Rent Dynamics will submit Resident Data monthly to at least one Credit Bureau.
3. Rent Dynamics shall provide Customer with marketing materials for promotion of the RentPlus Service and provide basic training for Customer’s leasing staff. Customer may not modify any materials provided by Rent Dynamics without prior written consent from Rent Dynamics.
4. Rent Dynamics shall mediate each dispute relating to Resident Data filed by Customer’s Residents with the Credit Bureaus or submitted directly to Rent Dynamics within thirty (30) days of receiving written notice of the dispute.
NO LIABILITY
Rent Dynamics shall be excused from performing its obligations to the extent Rent Dynamics’ performance is materially prevented or hindered by: (a) the failure by Customer, Customer’s personnel or any Customer third-party contractor to materially perform its tasks related to the Services; (b) unreasonable, untimely, inaccurate, or incomplete information from Customer; or (c) the failure of any Customer hardware or software, including any third-party property management software.
FEES
Each Enrolled Resident will be required to pay a monthly fee for the RentPlus Services as specified in one or more Sales Orders executed by the Parties (the “Monthly Fee”). The Monthly Fee shall be collected by the Customer. Each month Rent Dynamics will issue an invoice to Customer for its portion of the Monthly Fee based on the number of Enrolled Residents. Rent Dynamics’ portion of the Monthly Fee shall be set forth on the Sales Order.
1. OVERVIEW
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 Product ("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 required to provide ReputationAdvisor.
2. SCOPE OF USE
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, Vacancy.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. RESPONSIBILITIES OF CUSTOMER
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 shall indemnify, defend, and hold harmless Entrata and each Entrata Indemnitee from and against any and all Losses incurred by an Entrata Indemnitee as a result of a claim, suit, action or proceeding brought by a third party to the extent related to communications sent by Customer through the Services.
4. RESPONSIBILITIES OF ENTRATA
4.1 Provide Services. Entrata will provide the Services as set out in this Agreement, including the following:
Reviews and Reports. Entrata agrees to display on Customer's interface all reviews (including overall star ratings) of Customer and/or its Properties posted by end users of ApartmentRatings.com, Yelp, Google, Entrata Sites, and other online review sites, and to provide Customer with aggregated review information, via Entrata's platform.
Social Media and Response Posting. Entrata agrees to provide Customer the ability to post content directly to various social media, as well as respond directly to reviews posted to any Entrata Site.
4.2 Safeguarding Data. Entrata agrees that all data and information obtained from Customer shall be Customer's property and shall be safeguarded by commercially reasonable methods; however, Entrata may use such Customer information to provide comparable data analysis in furthering the functionality of the Services.
5. DISCLAIMER
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.
Date Updated: September 13, 2024
1. DEFINITIONS
1.1 "ACH Network" means Automated Clearing House Network, which is a batch processing, store-and-forward system that accumulates and sorts ACH transactions by destination for transmission during a predetermined time period.
1.2 "ACH Transaction" means a Transaction in which an electronic check 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, state, and local regulations that govern or affect any services provided in connection with this Agreement, including but not limited to those of NACHA, the Card Associations and Regulation E of the Electronic Funds Transfer Act and Title 31 of the Code of Federal Regulations Part 210.
1.4 "Card Associations" means all card associations, including but not limited to Visa, Discover, MasterCard, and American Express.
1.5 "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.
1.6 "Failed Transaction Fee" means the fee applied to a Transaction that failed in the submission process.
1.7 "Fixed Credit Card Fee" means the fixed fee that is charged to the Payor on a credit or debit card transaction.
1.8 "Fixed Electronic Check Mark-up Fee" means the fixed markup fee that is charged to the Payor on an electronic check transaction.
1.9 "Fixed Markup Fee" means the fixed markup fee that is charged to the Payor on a credit or debit card transaction.
1.10 "Hardware" means the physical card reader device provided by Entrata to Customer which is compatible with a Tablet Device.
1.11 "NACHA" means the National Automated Clearing House Association.
1.12 "NSF Fee" means the fee that is charged to the Payor or Customer when an ACH Transaction results in a notification of non-sufficient funds.
1.13 "ODFI" means Originating Depository Financial Institution, which is the institution that receives payment instructions from Payor and forwards the entries to the ACH Network.
1.14 "Payment Processor" means EntrataPay, LLC, a wholly-owned subsidiary of Entrata, and the payment processor appointed by Entrata to process Payor payments. Either Entrata or Payment Processor will process Payor payments pursuant to the Agreement, and Customer acknowledges that Entrata may act, or appoint EntrataPay, LLC, as payment processor in its sole discretion. Customer will be notified of the appointment of the Payment Processor, and references to Payment Processor herein shall only be applicable to the extent the Payment Processor has been appointed by Entrata.
1.15 "Payment Services" means card and ACH processing services provided by Entrata or Payment Processor through the ResidentPay Product that provides Payors with the ability to make payments using a bank account, credit or debit card.
1.16 "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.
1.17 "RDFI" means Receiving Depository Financial Institution, which is the institution that receives the ACH entries and posts the entries to the accounts of Payors.
1.18 "Returned Entries" means any Transactions returned from the RDFI.
1.19 "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.
1.20 "Rules" means, collectively, the NACHA Operating Rules and Guidelines 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, the AMEX Merchant Operating Guide and any other program or requirement that may be published and/or mandated by the Card Associations or card issuers from time to time. The Card Associations make excerpts of their Rules available online, including via:
The NACHA Operating Rules and Guidelines and each applicable Card Association’s complete Rules are incorporated by reference into these ResidentPay Terms & Conditions and will control with respect to any conflict in terms between these ResidentPay Terms & Conditions and such Rules.
1.21 "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.
1.22 "Third-Party Money Order Network Provider" means a company, such as MoneyGram or other company with which Entrata or Payment Processor has a contractual relationship, that receives cash payment from Payors at a physical location which includes, but is not limited to, grocery store kiosk locations, convenience store kiosk locations, and other locations, and after such cash payments are made, Payors are provided a payment receipt.
1.23 "Third-Party Sender" shall have the definition contained in the NACHA Rules and for purposes of this Agreement refers to Entrata or Payment Processor.
1.24 "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 and adjustments when appropriate.
1.25 "Waived Fee" means the fee applied to a Transaction when Customer chooses to waive a Transaction fee.
2. SCOPE OF USE
Customer or Payor may use the ResidentPay Product to initiate, through the Administrative System, ACH, 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 Sales Order. On an ongoing basis, Customer agrees to promptly provide Entrata with the current address of Customer and each of the Properties covered under the Agreement including all “doing business as” (DBA) names used by the Customer and such Properties.
3. SERVICES
3.1 Entrata shall make the ResidentPay Product 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 ACH and debit and credit card Transactions during the Term. For ACH Transactions, Entrata or the Payment Processor is the Third-Party Sender of the payment instructions to the third-party bank with whom Entrata or the Payment Processor has a relationship, which will act as the ODFI for ACH Transactions. To the extent Entrata is a Third-Pary Sender, Entrata is acting as Payment Processor’s authorized delegate with respect to Oregon Payor ACH Transactions. For credit or debit card Transactions, Entrata or the Payment Processor is a Payment Facilitator as such term is defined by the Card Associations and is currently sponsored by Fifth Third Bank, the acquirer as such term is defined by the Card Associations and entity ultimately responsible for Entrata and the Payment Processor’s compliance with the Rules with respect to credit and debit card Transactions, and Fifth Third Bank’s processor, WorldPay, LLC (having its principal place office at 8500 Governors Hill Drive, Symmes Township, OH 45249-1384). Entrata and the Payment Processor are entering into these ResidentPay Terms & Conditions on behalf of, and as an agent of, Fifth Third Bank and WorldPay, LLC. Entrata and the Payment Processor are responsible for complying with Applicable Law and the Rules when providing these Payment Services. Customer authorizes Entrata to join Payment Processor as party to the Agreement.
3.2 Customer hereby, and in accordance with the Agreement, appoints Entrata and Payment Processor as its authorized agent with full power and authority to act on behalf of Customer to (i) receive payment instructions from the Payor and process and submit Transactions to the ODFI and/or third party payment processor in accordance with its terms; and (ii) to the extent applicable, receive payments from Payor, and, in each case, Entrata and Payment Processor hereby accepts such appointment . Entrata and Payment Processor 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 or Payment Processor shall promptly direct the settlement of such funds to Customer's designated account. Payment from Payor to Entrata or Payment Processor by use of the Payment Services shall be considered payment to Customer, extinguishing the Payor’s payment obligation to Customer (in the amount paid by the Payor) as if the Payor had paid Customer directly. Entrata or Payment Processor, and not the Payor, is solely liable to Customer for Payor funds if Entrata or Payment Processor fails to remit funds to Customer. 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. Entrata, Payment Processor, and Customer further acknowledge and agree that (i) Payors will receive a receipt upon payment that will indicate that payment has been made on the applicable date; and (ii) Entrata and Payment Processor shall be held out to the public as accepting payments on behalf of the Customer.
4. RESPONSIBILITIES OF CUSTOMER
4.1 Merchant Approval. Customer authorizes Entrata to conduct checks of Customer’s background, credit, or banking information, as necessary, and agrees that all information obtained under these ResidentPay Terms & Conditions may be shared with a Card Association. 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 this Section, 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. Notification of conversion of checks to ACH must be posted and clearly visible in the leasing office and on the drop box. Customer will not manually enter check information to the Administrative System to create an ACH Transaction. All checks must be drawn on a U.S. bank.
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). In addition to complying with each Card Association’s obligations or prohibitions related to acceptance, disbursement, or resubmission of a transaction, Customer may not submit any illegal, fraudulent, or unauthorized transaction and shall only submit transactions for the sale of its own goods or services, and not any other person or company, and may not receive payment on behalf of or, unless authorized by law, redirect payments to any other party.
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 or Payment Processor on behalf of Customer that (i) Customer is not knowingly submitting a Transaction that is illegal or that Customer should have known was illegal; and (ii) 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.
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 ODFI, 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 or Payment Processor 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 or Payment Processor may rely solely upon the account number.
4.8 Convenience Fees. Customer authorizes Entrata and Payment Processor to collect convenience fees from Payors utilizing the Payment Services to pay amounts due to Customer. Such convenience fees are collected by Entrata or Payment Processor, as a Third-Party Sender or Payment Facilitator, for the convenience of providing the ability to pay amounts to Customer through an online gateway. Customer acknowledges that such convenience 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 or Payment Processor.
4.10 Waived Convenience Fees. Customer agrees to pay all transaction processing expenses incurred when convenience fees are waived on a given Transaction. If Customer chooses to allow Entrata or Payment Processor to charge a convenience 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 convenience fee to Entrata or Payment Processor.
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 or Payment Processor 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, Payment Processor, 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 Sales Order each time it initiates a reversal.
4.14 ACH and Fast Funds 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 Sales Order 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, convenience fees, waived fees, reversal fees, and return fees (collectively, the "Intermittent Fees"). Customer agrees to allow Entrata or Payment Processor 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 Activating Donations Function. Should Customer wish to allow for donations to be made via the ResidentPay Product, Customer will select and populate the charity lists available and will disperse all donation payments to the charity/charities made available to Customer's residents. Customer will request its Entrata account manager to turn on self-run donations. Charity donations made through the ResidentPay Product are not refundable, and it is Payor's responsibility to print a record of the donation if the Payor wishes to have such a record. Entrata is not liable under any circumstances for any losses incurred by use of the donations function.
4.17 Paperless Program. Customer shall encourage all residents to submit payments via the ResidentPay 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 State and Federal laws regarding the acceptance of payments from and marketing to residents.
4.18 Use of Marks. Customer may use the trademarks and service marks of the Card Associations as provided by the Rules and subject to the sole discretion and approval of Entrata and Payment Processor. Entrata and Payment Processor reserve the right to require the Customer to make changes to its website or otherwise to comply with the Rules. Upon termination of the Payment Services, Customer agrees that it shall no longer use such marks or anything similar thereto.
4.19 Cardholder Data and Notice of Data Breach. Customer acknowledges and agrees that it is responsible for its employees’ actions, it will notify Entrata of any third party that will have access to cardholder data, and it will immediately report all instances of a data breach to Entrata immediately after it reasonably identifies an incident.
4.20 Third Party Beneficiary Rights. Customer covenants that it is not a third-party beneficiary under any agreement with a Card Association, however, a Card Association may be a third-party beneficiary of these ResidentPay Terms & Conditions, and shall have the rights, but not any obligation, necessary to fully enforce the terms of these ResidentPay Terms & Conditions against the Customer.
4.21 Acceptance of Cards. Customer will not discriminate against Cards or Issuers (e.g., limited acceptance options) except in full compliance with the Rules, and will comply with all Rules, applicable laws, and regulations related to its business operations, PCI-DSS obligations, the use of a Card Association’s marks, and each transaction acquired hereunder. Customer expressly agrees that it will accept Cards and protect, utilize, or restrict transaction data, including the magnetic stripe and CVV2, in accordance with the terms of these ResidentPay Terms & Conditions, applicable law or regulation, and the Rules, and will cooperate with any audit requested by a Card Association until such audit is completed.
5. RESPONSIBILITIES OF PROVIDER
5.1 Authorization. When the Payor initiates a Transaction, Entrata or Payment Processor shall obtain authorization from the Payor through the Payment Services prior to processing a debit and/or credit to the Payor's account. Entrata and Payment Processor 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 and Payment Processor shall accept debit and credit requests via the Administrative System and shall submit the requests to the ODFI at least once during each business day. All debit and credit requests between the ODFI and the ACH or card network are the responsibility of the ODFI. Customer agrees that Entrata and Payment Processor 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 ODFI. Customer understands that a separate agreement may be signed between Customer and the ODFI. Entrata and Payment Processor expect the ODFI to use commercially reasonable efforts to submit requests to the ACH or card network at approximately midnight of each business day. Entrata and Payment Processor will use commercially reasonable efforts to automatically cancel unconfirmed Transactions using a Visa branded card not captured after seven days, requiring re-submission of the payment. Entrata and Payment Processor will use commercially reasonable efforts to automatically cancel any un-captured payment of any other status type after thirty days, requiring re-submission of the payment.
5.3 Originating Transactions. Customer and its Licensed Properties hereby authorize Entrata and Payment Processor as its authorized agent to originate Transactions on behalf of such Licensed Properties. Entrata and Payment Processor shall use the information provided by Customer to originate Customer's Transactions to the ACH or card network. Customer is responsible for maintaining the accuracy of such information and making the same available to Entrata and Payment Processor upon request. Entrata or Payment Processor 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 and Payment Processor shall apply returned entries to Customer's account upon receipt. Upon receipt of returned Transactions, Entrata and Payment Processor shall create and make available to Customer a report containing the detailed information regarding all returned entries. Entrata and Payment Processor accept responsibility for correcting all NOCs received.
5.5 Transaction Modification or Deletion. Customer acknowledges that once a Transaction is submitted to the ACH or card network, it cannot be modified or deleted. However, if the Transaction has not yet been submitted to the ACH or card network at the time of Customer's request, Entrata and Payment Processor shall make reasonable efforts to comply with Customer's change or modification requests. ALL such requests must be submitted to Entrata and Payment Processor in proper form, executed by authorized personnel of Customer, and delivered by hand or facsimile (including email) to Entrata and Payment Processor within the timeframe established by the Rules and Applicable Law. Customer agrees that Entrata and Payment Processor will not be held responsible for any losses, directly or indirectly, incurred by Customer or other third parties as a result of Entrata's or Payment Processor’s inability to accomplish the requested modification or deletion before the Transaction has been submitted to the ACH or card network.
5.6 Compliance with the Rules and Applicable Law. Entrata, Payment Processor, 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, sanctions enforced by the Office of Foreign Assets Control ("OFAC"). Entrata and Payment Processor 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 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 Product, 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.
5.9 Safeguard of Data. Entrata and Payment Processor 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 to provide comparable data analysis in furthering the functionality of the Product.
5.10 Implementation 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 Sales Order, 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 implementation Fees paid to Entrata.
5.11 Transaction and Other 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 30 days’ written notice before any change in transaction pricing occurs. Customer acknowledges that SMS Aggregators may charge additional or new SMS Message Fees that are beyond Entrata's reasonable control. Customer is responsible for payment of any and all SMS Message Fees required by SMS Aggregators in connection with the SMS Messages provided in connection with ResidentPay. Such additional SMS Message Fees may be reflected in the form of updated monthly Fees charged by Entrata.
5.12 Money Order Processing. Customer understands and agrees that there are inherent risks associated with the acceptance of money orders, including but not limited to the risk of fraudulent activity by Customer's employee at a Property in which the employee assigns an un-assigned money order to him or herself. In the event that Customer's business processes include the acceptance of money orders, Customer accepts full responsibility for any losses, costs, or expenses that Customer, Entrata, Payment Processor, or any third party suffers or incurs as a result of Customer's acceptance of money orders therewith.
5.13 Cash Payment at Money Order Network. In the event that Customer opts to license cash processing services through a Third-Party Money Order Network Provider which has integration with Entrata, Customer understands that there may be occasional delays in settlement. In addition, Customer shall indemnify, defend, and hold harmless Entrata and each Entrata Indemnitee from and against any and all Losses incurred by an Entrata Indemnitee as a result of a claim, suit, action or proceeding brought by a third party to the extent related to any errors or losses by the Third-Party Money Order Network Provider.
5.14 Credit Entries subject to UCC4A. Credit entries subject to Article 4A of the Uniform Commercial Code (UCC4A) may be transmitted through the ACH Network. Credit given by the RDFI to the Payor for the credit entry is provisional until the RDFI has received final settlement through a Federal Reserve Bank or otherwise has received payment as provided for in Section 4A-403(a) of UCC4A. If the RDFI does not receive such payment for the credit entry, the RDFI is entitled to a refund from the Payor in the amount of the credit to the Payor's account, and Customer and its Licensed Properties will not be considered to have paid the amount of the credit entry to the Payor.
6. TERMINATION
6.1 By Entrata and Payment Processor. Entrata and Payment Processor may terminate or modify a Customer’s use of the Payment Services if (i) instructed to terminate or modify by a Card Association; (ii) Entrata or Payment Processor is no longer registered as a payment facilitator with the Card Associations; and/or (iii) Entrata and/or Payment Processor’s acquirer is no longer a customer or has a valid license with the Card Associations.
7. AMERICAN EXPRESS CARD ACCEPTANCE
7.1 American Express Compliance. Customer hereby acknowledges and agrees that for purposes of acceptance of American Express, the American Express Merchant Operating Guide and any amendments thereto (the “MOG”) is hereby incorporated by reference into these ResidentPay Terms & Conditions and can be found at http://www.americanexpress.com/merchantopguide.
7.2 Processing Restrictions. Customer is prohibited from processing transactions or receiving payments on behalf of, or (unless required by law) re-directing payments to any other party.
7.3 Third Party Beneficiary Rights. Customer hereby agrees that American Express shall have third party beneficiary rights, but not obligations, to enforce these ResidentPay Terms & Conditions as against Customer to the extent applicable to American Express processing. Customer understands and agrees that it shall have no third-party beneficiary rights under any agreement between Entrata and American Express or Payment Processor and American Express, as applicable.
7.4 American Express Liability. CUSTOMER ACKNOWLEDGES AND AGREES THAT IN NO EVENT SHALL AMERICAN EXPRESS, ITS AFFILIATES, AGENTS, SUCCESSORS, OR ASSIGNS BE LIABLE TO CUSTOMER FOR ANY DAMAGES, LOSSES, OR COSTS INCURRED, INCLUDING INCIDENTAL, INDIRECT, SPECULATIVE, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (WHETHER BASED ON CONTRACT, TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY, FRAUD, OR OTHERWISE, OR STATUTES, REGULATIONS, OR ANY OTHER THEORY), ARISING OUT OF OR IN CONNECTION WITH THE PAYMENT SERVICES.
1. DEFINITIONS
1.1 "Account" means a deposit account of Customer maintained at a financial institution.
1.2 "Business Day" means a weekday when banks are open for regular business activity and excludes banking holidays.
1.3 "Check" means a negotiable demand draft drawn on or payable through
1.4 "Check 21 Adjustment" means the adjustment made when the Imaged Item does not meet Federal Reserve Bank image requirements or the amount entered does not match the amount on the Check.
1.5 "Check 21 Returns" means the return item produced when a Payor does not have sufficient funds in his or her bank account from which the Check was drafted.
1.6 "Imaged Item" means the digitized image of a Check that is created by Customer and transmitted using the Services.
1.7 "Image Exchange Item" means an Imaged Item cleared and settled directly with a Payor Financial Institution.
1.8 "Laws and Regulations" means 12 C.F.R. Part 229 (Regulation CC) and the Uniform Commercial Code and any other applicable law, as each may be amended from time to time.
1.9 "Payment Processor" means EntrataPay, LLC, a wholly-owned subsidiary of Entrata, and the payment processor appointed by Entrata to process Payor payments. Either Entrata or Payment Processor will process Payor payments pursuant to the Agreement, and Customer acknowledges that Entrata may act, or appoint EntrataPay, LLC, as payment processor in its sole discretion. Customer will be notified of the appointment of the Payment Processor, and references to Payment Processor herein shall only be applicable to the extent the Payment Processor has been appointed by Entrata.
1.10 "Payor" means Customer's customer that has issued a Check payable to Customer. Payors include but are not limited to apartment residents, commercial real estate tenants, or renters of storage or parking space.
1.11 "Payor Financial Institution" means the United States financial institution ordered in an Imaged Item to make payment to the payee(s) named on the Imaged Item.
1.12 "Reserve Account" means that bank account referenced in Section 6.5.
1.13 "Services" means the check scanning services described in this section of the Terms and Conditions, as well as the procedures, protocols and Software to be provided by Entrata or Payment Processor to Customer to enable the processing of Imaged Items digitally as Image Exchange Items through image exchange networks and presentment to a financial institution, local clearing house, courier or other entity or location for presentment of Imaged Items.
2. SCOPE OF USE
Customer will capture digitized images of Checks received incidental to and reasonably arising out of Customer's rental of real estate to Payors, using Software and equipment provided by or through Entrata. Customer shall transmit its output files as provided in the Documentation.
3/. SERVICES
3.1 Transmission. Entrata will provide to Customer Services required to enable Customer to transmit Imaged Items to Entrata's designated processor to be cleared as an Image Exchange Item ("Transaction"). Customer hereby, and in accordance with the Agreement, appoints Entrata and Payment Processor as Customer's authorized agent with full power and authority to act on behalf of Customer to (i) transmit the Imaged Items to its third-party payment processor in accordance with its terms; and (ii) to the extent applicable, receive payments from Payor, and, in each case, Entrata and Payment Processor hereby accept such appointment. 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 or Payment Processor shall promptly direct the settlement of such funds to Customer's designated account. Payment from Payor to Entrata or Payment Processor by use of the Services shall be considered payment to Customer, extinguishing the Payor’s payment obligation to Customer (in the amount paid by the Payor) as if the Payor had paid Customer directly. Entrata or Payment Processor, and not the Payor, is solely liable to Customer for Payor funds if Entrata or Payment Processor fails to remit funds to Customer. 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. Entrata, Payment Processor, and Customer further acknowledge and agree that (i) Payors will receive a receipt upon payment that will indicate that payment has been made on the applicable date; and (ii) Entrata and Payment Processor shall be held out to the public as accepting payments on behalf of the Customer. Customer authorizes Entrata to join Payment Processor as party to the Agreement.
3.2 Payment. Customer's Account will be provisionally credited upon Entrata's and Payment Processor’s acceptance of Imaged Items for deposit. Customer will create images of Checks at its location by use of scanning hardware and Software. Customer will enter all amounts and any other required information correctly. The Imaged Items will be transmitted by Customer, or Entrata's and Payment Processor’s authorized processor, over the Internet through an application interface. All Imaged Items received by Entrata or Payment Processor are accepted subject to Entrata's or Payment Processor’s verification and final inspection and may be rejected by Entrata or Payment Processor in its sole discretion.
4. RESPONSIBILITIES OF CUSTOMER
4.1 Customer's General Responsibilities. In connection with use of the Product, Customer shall comply with the following:
Customer shall be responsible for training its Users in the use of the Product.
Customer will only submit Checks for processing to Entrata and Payment Processor that meet the definition of "Check" and will ensure that the Checks scanned comply with the Laws and Regulations, for Payor-related charges only (i.e., rent and other charges incidental to such Payors' rental of real estate marketed by Customer)
Customer will not process any:
Entrata's or Payment Processor’s processing of any Imaged Items that do not meet the definition of Check ("Non-qualifying Items") shall not constitute a waiver by Entrata or Payment Processor or obligate them to process such Non-qualifying Items in the future. Customer will:
Use the Services in accordance with the Documentation and for Payor-related charges only (i.e., rent and other charges incidental to such Payor's rental of real estate marketed by Customer). 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 Product.
Customer shall be responsible for verifying Entrata's or Payment Processor’s receipt of Customer's Transactions by verifying that deposits have been posted to the appropriate Account and will cooperate in any investigation and in resolving any unsuccessful or lost transmission with Entrata.
Customer shall be responsible for installing and implementing any changes and upgrades to the Product as required by Entrata within five (5) days to ensure compliance with regulatory changes or developments, or to protect the integrity and security of the Services. Customer will ensure that the equipment used in connection with the Product is operating properly and ensure that the Imaged Items are legible for all posting and clearing purposes.
Customer shall use commercially reasonable efforts to preserve the confidentiality of any user identification, password, test key, or other code, authentication method or Access Credentials 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 missing or unauthorized use of or access to the Services or disclosure of any confidential information or instructions by Customer or its Users.
Customer will retain each Check in accordance with the requirements set forth in the Documentation. If not directed otherwise by Entrata, Customer will store Checks in a secure environment for such time as Customer deems necessary and advisable, but in no event less than seven (7) days or more than forty-five (45) days after such Imaged Item has been digitized and processed. Customer shall take appropriate security measures to ensure that:
Customer understands and agrees that an Imaged Item that is not paid by a Payor Financial Institution, or is otherwise returned for any reason, will be returned to Customer and the Account charged for the amount of the Imaged Item plus any associated fee as set forth in the Statement of Work. Entrata's right to charge the Account will apply without regard to whether the Imaged Item is timely returned to Entrata or whether there is any other claim or defense that the Imaged Item has been improperly returned to Entrata.
Customer will not use the Product to engage in any activity directly or indirectly that is illegal or fraudulent.
4.2 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 Entrata, Payment Processor, and/or Customer may have with respect to the Services under all applicable Laws and Regulations.
5. ENTRATA'S RIGHTS AND RESPONSIBILITIES
5.1 Processing. For all Imaged Items processed by Customer, Image Exchange Items will be presented for payment through image exchange networks. Entrata and Payment Processor may in its sole discretion determine the manner of processing. All such processing and presentment shall be done in accordance with timeframes and deadlines set forth in the Documentation and as otherwise established by Entrata and Payment Processor from time to time. Entrata and Payment Processor will not be responsible for failing to transmit or any delays in transmitting an Imaged Item for presentment if such transmittal would result in the violation of any provision of the Laws and Regulations.
5.2 Returns. Unless otherwise agreed, Entrata and Payment Processor will process any returned Imaged Items in accordance with the Laws and Regulations.
5.3 Funds Availability. Entrata or Payment Processor may retain, place a hold on, or remove funds in any account in an amount and for a period of time determined in Entrata's or Payment Processor’s sole discretion to cover any liability related to a returned or charged back Imaged Item or any other cost, exposure or action for which Entrata or Payment Processor may be responsible following the termination of this Agreement. Without limitation, Customer recognizes that under the Laws and Regulations, Entrata's and Payment Processor’s representations and warranties regarding Image Exchange Items may expose Entrata and Payment Processor to claims for up to two years following processing of the Image Exchange Item.
5.4 Refusal to Process. Entrata and Payment Processor may, at its sole discretion, with or without cause, at any time and from time to time, refuse to process any Imaged Items. Entrata and Payment Processor may from time to time establish exposure limitations and assign them to Customer.
5.5 Reserve Account. In case of risk, Customer acknowledges that Entrata may from time to time require that Customer fund specified amounts as reserve funds to be kept available in an account (the "Reserve Account"). Entrata will provide notice to Customer of any reserve requirement, and Customer shall immediately fund the Reserve Account to meet such requirements. Entrata and Payment Processor may withhold and use any amounts due to Customer to maintain any Reserve Account at levels specified by Entrata. Entrata and Payment Processor may debit the Reserve Account to exercise its rights under this Agreement and to collect any amounts due to Entrata or Payment Processor, including, without limitation, rights of set-off and recoupment.
5.6 Comparable Data. Customer agrees that this Product 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 Product offering, 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.
5.7 Safeguard of Data. Entrata and Payment Processor agree 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 Products.
5.8 Customer Location. Entrata may at its sole discretion conduct an on-site inspection, at any time and from time to time, of Customer's place of business to ensure compliance with the provisions hereof and the Laws and Regulations. In connection with Entrata's entry on the premises of Customer for the purposes of installation of the equipment and Software for the Services, if applicable, for the purpose of conducting an on-site inspection, or in connection with providing support to Customer, Entrata shall not be liable or responsible to Customer or any third party for any loss, bodily harm, property damage, claims of the introduction of a virus or other malicious code into Customer's system, including any which allegedly delay, alter or corrupt the data of Customer, whether related to the transmission of Imaged Items or other data to Entrata or Payment Processor or whether caused by the equipment, Software, Entrata, Payment Processor, Internet service providers, Internet browsers, or other parties providing communication services to or from Entrata to Customer.
5.9 Processing Times The Services are available for use only on Business Days during the times set forth in the Documentation, except during maintenance periods, or such other hours as established by Entrata from time to time. It is Customer's responsibility to submit all items to Entrata or Payment Processor prior to 5:30 PM Eastern Time on each Business Day. Transmissions processed after these hours are treated as occurring on the next Business Day. Imaged Items processed for deposit through the Services will be deemed to have been received by Entrata or Payment Processor for deposit at the time the Imaged Items are actually received and accepted at the location where Entrata, Payment Processor or their designated agents posts the credit to the Account. A deposit of Imaged Items will be deemed to have been received and accepted by Entrata or Payment Processor for deposit when all of the following have occurred:
6. SECURITY PROCEDURES
Customer will be solely responsible for establishing, maintaining and following such security protocols as deemed necessary to ensure that output files transmitted directly to Entrata or Payment Processor are intact, secure and confidential until received by Entrata or Payment Processor. Customer shall comply with online instructions for using the Services by taking commercially reasonable steps to safeguard the confidentiality and security of any Access Credentials, equipment, and other proprietary property or information provided in connection with the Services. Customer shall limit access to any Access Credentials and equipment to persons who have a need for such access and will closely and regularly monitor the activities of Users who access the Services. Customer will notify Entrata immediately if Customer has any reason to believe that confidential information has been or may be breached. Entrata or Payment Processor may elect, at Entrata's or Payment Processor’s discretion, to verify the authenticity or content of any transmission by placing a call to any authorized signer on Customer's Account or any other person designated by Customer for that purpose. Entrata and Payment Processor may deny access to the Services without prior notice if it is unable to confirm any person's authority to the access the Services or if Entrata or Payment Processor believes such action is necessary for other security reasons. Customer agrees that it shall bear sole responsibility for any transmission related to Customer or submitted through Customer's Account and processed through the Services, even if such transmission is not authorized by Customer, provided it includes a password or is otherwise processed by Entrata or Payment Processor in accordance with this security procedure.
7. CUSTOMER REPRESENTATIONS AND WARRANTIES
7.1 Accuracy of Imaged Items. Customer represents that each Imaged Item submitted through the Services will be a digitized image of the front and back of the actual Check and accurately represents all of the information on the front and back of the Check as of the time Customer converted the Check to an Imaged Item.
7.2 Endorsements. The Imaged Item will contain all endorsements applied by parties that previously handled the Check in any form for forward collection or return.
7.3 Duplicates. Customer will not allow any duplicate presentment of a Check in any form, including as a digitized image, as a paper negotiable instrument or otherwise and Customer assumes responsibility for any such duplicate presentment of any Check.
7.4 Money Service Business. Customer represents, warrants and covenants to Entrata that Customer is not now engaged and will not engage during the Term, in any business that would result in Customer being or becoming a "money service business" as defined in the Federal Bank Secrecy Act and its implementing regulations.
1. OVERVIEW
ResidentPay Rolling Reserve (“Faster Funds Settlement”) is an add-on benefit available to select ResidentPay® Customers, allowing them to receive ResidentPay settlement distributions according to an expedited schedule as described herein.
2. CUSTOMER OBLIGATIONS
2.1 Requirements. To enable Faster Funds Settlement, Customer must meet the following requirements. Should Entrata determine, in its reasonable discretion, that Customer no longer meets all of the below requirements, Entrata may, at its sole option, but after reasonable notice thereof, revert to its standard settlement delay times, either on a Property-by-Property basis or portfolio-wide as the case may warrant:
2.2. Faster Settlements. Subject to the above requirements, Entrata will settle the majority of payments paid to Customer via ResidentPay on a 1-2-1 delay schedule (rather than the standard 2-3-2 delay schedule). This means ACH and Check21 payments will be settled to Customer’s account(s) one banking day after payment, and credit/debit card payments will be settled two banking days after payment; in each case provided payment is made prior to 5:30 pm Eastern Time.
2.3 Rolling Reserve. A percentage of Customer's funds will be held to the standard 2-3-2 settlement schedule, calculated using the following formula: the percentage of returns from the prior two months, multiplied by the average payment amount from the prior month, multiplied by the number of payments from the prior month. This amount generally ranges from 0.5% - 3%. Because the formula is calculated based on recent data, as returns trend downward, the amount of funds held on the standard schedule will decrease. When no historical data exists (i.e. a new merchant account), then Entrata's portfolio average return rate will be used. The amount of funds and number of payments held to the standard settlement schedule will decline as payments are settled to Customer’s account(s), and the reserve will replenish as new payments come in. All whole payments exceeding the reserve amount will settle on the faster 1-2-1 schedule.
2.4 Merchant Account Fee Collection. If Entrata is unable to debit merchant account fees, or in the event of material merchant account or license fee collection issues, Entrata may revert all payments to the standard 2-3-2 delay schedule.
Resident Support Premium is a Service that provides a 1-800 number that will appear on the Resident’s portal login page. This number connects Residents with Entrata’s Resident Support team to assist login or other Resident support questions. Resident Pay must be purchased in connection with Resident Support Premium.
Unless Customer and Entrata have previously signed a separate Billing Services Agreement (or similarly titled document), or an Amendment or Addendum relating to ResidentUtility Services, these terms govern the use of the ResidentUtility Services, including the Utility Expense Management, and Energy Star Benchmarking Services provided by Entrata.
1. DEFINITIONS
1.1 “Convergent Billing” means a monthly billing method for invoicing Residents for costs which, depending on applicable law, may include, without limitation, rent, gas, electricity, water, wastewater, and trash. Subject to the foregoing, Customer’s billing method for its Residents will be listed on the Consultation Summary (defined in section 3.2 below).
1.2 “Custom Development” means any development work that is outside of Entrata’s standard.
1.3 “Estimated Bill” means an invoice issued to a Resident, based upon the Resident’s estimated usage, resulting from an inaccurate submeter read or Customer’s failure to provide the most current Utility Bill.
1.4 “Resident” means the lessee of record or current or past occupant of each apartment unit at the Property.
1.5 “Services” means those bill processing, Utility Bill auditing, meter reading, and utility bill-back and related services, as applicable, provided by Entrata, as more fully described below, including such services as may be provided by and through the Software.
1.6 “Utility Bill” means an invoice from a Utility Provider which, depending on the jurisdiction, contains the usage amount and the amount due to the Utility Provider.
1.7 “Utility Provider” means an organization, either public or private, that provides essential services to the general public (such as gas, electric, water, telephone, and sewage), and is regulated by state, county and/or city public utility commissions.
2. PROVISION OF SERVICES
2.1 Overview of Utility Expense Management. Entrata will receive and process Utility Bills and perform bill audit Services for the Licensed Properties. Upon receipt of Utility Bills (invoices may be received in paper or electronic format), the Product will scan, key enter, and validate Utility Bills to ensure accuracy and any discrepancies thereof. The Product may help identify possible usage and financial exceptions and apply system tests to find and confirm Utility Provider billing errors. In cases where Entrata discovers and confirms that an error exists, Entrata will inform Customer of such discrepancies, and work with Utility Provider(s) to resolve all identified discrepancies and obtain on behalf of Customer a refund or credit, as applicable.
2.2 Access and Pricing. Entrata will provide Customer with access to the Product over the Internet through the Administrative System, for the Properties licensed hereunder. Utility Bills that contain more than one account (“Summary Bills”) will be charged as individual bills for each account or meter.
2.3 Entrata Accounting. Customer acknowledges and agrees that the Product is only available to customers using Entrata Accounting. As such, once Utility Bill(s) have been audited using the Product, Utility Bill(s) will be exported to Customer’s Entrata accounts payable, and any settings thereof will be followed.
2.4 Implementation. Implementation will consist of obtaining Customer’s historical Utility. Based upon the received Utility Bills, Entrata will formulate an initial list of accounts that will be audited by the Software (“Master Account List”). Once the Master Account List has been reviewed and approved by Customer, Entrata will audit and perform the Services described herein for the accounts contained in the Master Account List on a monthly basis. It is Customer’s sole responsibility to ensure that all Utility Invoices and any accounts therein are provided to Entrata under the Master Account List. Entrata will not be liable for any damages or costs of any nature whatsoever arising from accounts not being included in the Master Account List.
2.5 Vacant Cost Recovery. If elected by Customer and included on the Amendment below, Entrata may also provide Vacant Cost Recovery Services. Once a new Resident occupies Customer’s formerly vacant unit, Entrata will allocate applicable utility costs to the new Resident. Entrata will reconcile the move-in date of the new Resident with a list of those units billed in Customer's name. If Entrata finds periods of time where a Resident was in occupancy, but the Utility Bill was left in Customer's name, Entrata will calculate a per day rate for such period and invoice the new Resident. The new Resident will then be required to pay Customer for this service. The bill amount will be set by Customer and outlined on the Consultation Summary, given that all fees are compliant with applicable laws and regulations.
2.6 Overview of ResidentUtility Billing Service. Entrata will collect utility expense information from the Utility Bills it receives from Customer or directly from Utility Providers. Entrata will use the information collected from Utility Bills to determine Resident charges by applying (depending on the Property’s jurisdiction and any applicable law or regulation) one or more of the following formulas: Direct-Metered, Sub-Metered, flat fee, or RUBS billing. Once charges are approved by Customer, Residents will be notified using the Convergent Billing service.
2.7 Ratio Utility Billing System (“RUBS”) Billing. When utilized, Entrata will calculate all Resident bills using a mathematical formula to derive utility and other types of charges. The exact RUBS formula to be utilized will be directed by Customer during the implementation process, subject to Entrata’s agreement that such formula is not prohibited by laws or regulations.
2.8 Direct-Metered Allocation. In instances where Residents are responsible for a utility that is direct metered by the Utility Provider and the Utility Provider bills the Customer for the expense, Entrata will allocate the expense according to the unit listed in the service address of the Utility Invoice.
2.9 Usage Factor for Student Housing. If requested by Customer for student housing, Entrata will develop a formula to allocate expense in a “per bed” leasing situation. The formula is referred to as a “usage factor” for each Resident. The formula is calculated as a percentage of days spent occupying the unit in comparison to the sum days occupied by all roommates. This percentage is applied to the per-unit cost calculated using one of the above calculation methods (Direct-Metered, Sub-Metered, flat fee, or RUBS). For student housing, Customer understands that the ability to mail invoices to its Residents may be limited; therefore, by default, Entrata will email invoices to the email addresses provided by Customer. Customer is solely responsible for ensuring the accuracy of the email addresses provided and assumes any liabilities arising from such emailed invoices to Residents.
2.10 Sub-meters / Energy Allocation Devices. Entrata may conduct reads of each submeter or energy allocation device each month at a frequency required for appropriate delivery of the Services. Where possible, Entrata shall read such submeters and other energy allocation devices remotely (via the internet or other technology). In the event Entrata must be physically present to read Customer’s submeters and/or other energy allocation devices, Customer agrees to pay Entrata $2.00 per unit per utility per month to manually read submeters or other energy allocation devices plus any direct costs associated with accessing submeter data (the “Manual Submeter Read Fee”). Customer shall pay such Manual Submeter Read Fees in accordance with the terms of the Agreement. Customer will bear any and all expenses to maintain submeters and other energy allocation devices and related systems located at Customer’s Property in good working order, condition and repair. If Entrata is unable to read submeters or energy allocation devices, Entrata may provide Residents an Estimated Bill pursuant to Section 5.4 below. Customer must promptly repair such faulty equipment. If Entrata has exhausted its legally allowed number of Estimated Bills, Entrata reserves the right to discontinue Services until such equipment is fixed.
2.11 Subsidized Utility Billing. Should Customer choose to subsidize its Residents’ Utility Bills, such that Residents are obligated to pay for utility charges only to the extent such charges exceed a set subsidy amount, Entrata shall have the right to charge the Subsidized Convergent Billing Fee, as specified in the Amendment, for any unsent Resident invoice Entrata would have sent had such subsidy not existed. For clarification and the avoidance of doubt, and by way of example, if Property A offers each Resident a $30 per month utility subsidy, and Entrata calculates that the Resident of Unit 2 should be billed $28 for his share of Utility Bills in any given month, then Entrata will not send a Resident invoice for that month; however, Entrata will charge Customer the Subsidized Convergent Billing fee for the unsent Resident invoice.
2.12 Resident Invoice Message. Customer may display a message of its choosing on each Resident invoice via the Resident Invoice Message feature of the Product. If the Property does not select an invoice message prior to the billing date, Entrata reserves the right to display a default message of its choosing, the contents of which will be at Entrata’s sole discretion.
2.13 Move-In Fee. Entrata will charge a move-in fee for each new Resident that moves in during the Term (“Move-In Fee”). The first month of billing will include Move-In Fees for all Residents that have moved in in the sixty (60) days prior to such billing date.
2.14 Implementation. Unless otherwise agreed upon by Entrata in writing, implementation of the ResidentUtility Services shall begin immediately after execution of the Amendment and commence within ninety (90) days. In order to implement the ResidentUtility Services described above, Entrata will coordinate with Customer on an implementation schedule and to collect necessary information. Customer agrees to appoint a project manager to assist with implementation of the ResidentUtility Service. Customer must participate in a consultation session with a ResidentUtility representative, provide all required information, and fill out and sign a summary document (“Consultation Summary”) outlining the implementation details, including the charges and amounts Customer will bill its Residents. The Consultation Summary will be made part of the Agreement and must be agreed to and signed by Customer.
2.15 Overview of Energy Star Benchmarking. If the Energy Star Benchmarking Service is purchased by the Customer, Entrata will use commercially reasonable efforts to accurately and timely collect any relevant Utility Bill information and upload such information to the United States Environmental Protection Agency’s Energy Star Portfolio Manager (“Energy Star”). Customer hereby acknowledges and agrees that Entrata shall have all rights necessary for the transfer of such information to Energy Star. The parties agree that Entrata shall have no liability for any loss or damages arising out of or related to the Services provided pursuant to this Section, including but not limited to any loss of data, delay in connecting any upload of information to an Energy Star account, or any other loss that is not due to Entrata’s gross negligence or willful misconduct.
3. PAYMENTS
3.1 Fees. Fees for the Utility Expense Management and ResidentUtility Services are outlined in the Amendment and, unless otherwise specified in the Amendment, shall be invoiced and due in accordance with the terms of the Agreement. Where applicable and allowed by law, Convergent Billing statements will be sent via an electronic mail which shall include; rent, rentable items, gas, electric water, wastewater and trash. Convergent Billing Fees listed in the Amendment includes email invoices to Customer’s Residents. Any paper Convergent Billing statements requested will be sent via USPS first-class mail and charged an additional fee of per statement as outlined in the Amendment.
3.2 Additional Implementation Fee(s). Entrata reserves the right to charge additional implementation Fee(s) if Customer does not fulfill its obligations to implement the Services within ninety (90) days from the Effective Date of the Amendment (or other timeframe agreed upon by Entrata); said Fee will be equal to the Convergent Billing Fee listed on the Amendment, multiplied by a number equal to fifty percent (50%) of the total unit count of Customer’s Licensed Properties. Customer acknowledges that the implementation of the Services requires Customer’s full cooperation; Customer’s lack of cooperation may result in errors, thereby causing billing delays and necessitating re-implementation of the Services. In the event any of Customer’s Properties require re-implementation due to Customer’s, or the Property’s, unresponsiveness or lack of cooperation, Entrata, in its sole discretion reserves the right to assess an hourly fee of $150 per hour for the amount of work required to re-implement the Services. In the event Customer’s Licensed Properties contain fewer than 30 units per Property, Entrata reserves the right to assess a fee determined by Entrata in its sole discretion, but no less than $100 per Property.
3.3 Custom Development. If Custom Development work is requested by Customer in connection with the Services provided, such Custom Development must be agreed upon in writing via an additional Statement of Work. Such Custom Development will be billed to Customer at the rate specified on in the Statement of Work.
3.4 Discount for Entrata Core Services or Bundled Discount. Customer may receive a discount on other Entrata Services, such as Entrata Core support Fees, as consideration for implementing and using the ResidentUtility, Utility Expense Management and/or Energy Star Benchmarking Services. Any discount extended to Customer for other Services may be terminated and discontinued if (a) Customer has not used commercially reasonable efforts to implement the Services within sixty (60) days from (i) the Effective Date of the Amendment or (ii) the implementation of previously or concurrently contracted Entrata management suite Services (e.g. Entrata Core), whichever is later; or (b) Customer has implemented Services but has failed to incur regular monthly Fees for the use of such Services. Entrata reserves the right to discontinue any discount extended to Customer at Entrata’s sole discretion, upon notice to Customer.
4. CUSTOMER’S RESPONSIBILITIES
4.1 Necessary Information. Customer must timely provide all Utility Bill(s) and other information necessary to implement and operate the Services and to achieve Customer’s target payment and billing dates. If Entrata does not directly receive Utility Bills from Utility Providers, Customer must forward copies of all Utility Bills promptly upon receipt or provide assistance to Entrata as required to obtain missing Utility Bills in a timeframe that allows Entrata to prepare pre-billing reports for approval, and Resident invoices prior to the target billing date for each billing period.
4.2 Delayed Billing. Utility Bills must be received by Entrata within 5 days prior to the target billing date for each billing period. If, for any reason, Utility Bill delivery to Entrata is delayed, Customer recognizes that such delay may result in the delayed delivery of Resident invoices and/or payment of such Utility Bills. Entrata assumes no liability for delays caused by the untimely receipt of Utility Bills, or for any late fees, penalties, or charges incurred as a result of such delays. In the event Entrata does not receive a Utility Bill for any billing period, Entrata reserves the right, but is not required, to issue Estimated Bills pursuant to Section 5.4 below.
4.3 Legal Compliance. Customer must ensure that its Residents have signed and understand the necessary lease or lease addenda language that authorizes Entrata to provide the ResidentUtility Billing Services and bill Residents. It is Customer’s sole responsibility to comply with applicable state, federal, and municipal laws and regulations related to the Services set forth herein, including but not limited to, monthly billing fees, move-in/move-out fees, vacant cost recovery fees, and any required registration with regulating bodies. Customer shall indemnify, defend, and hold harmless Entrata and each Entrata Indemnitee from and against any and all Losses incurred by an Entrata Indemnitee as a result of a claim, suit, action or proceeding brought by a third party to the extent related to any failure of Customer to meet its obligations in this section.
4.4 Email Resident Invoices. Customer will use good faith efforts to obtain and update, in Customer’s management software, all Resident information necessary to bill Residents, which includes correcting email addresses for each Resident for the purpose of electronically delivering Resident invoices. Customer is solely responsible for ensuring the accuracy of the email addresses provided and assumes any liabilities arising from such emailed invoices to Residents.
5. ENTRATA’S RESPONSIBILITIES
5.1 Services. Entrata will make commercially reasonable efforts to provide the Services on a timely basis, conditioned upon Customer’s fulfillment of its obligations hereunder. If requested by Customer, Entrata will assist Customer and work with Utility Providers in order to update Customer’s billing address to Entrata’s USPS lockbox. Customer acknowledges that the change of address to Entrata’s USPS lockbox may take time to update and errors processing such requests may occur, as such, Entrata will not be responsible for any payment of late fees, penalties, interest, or charges incurred as a result of delayed invoices from Utility Providers. Accounts will be processed and audited by the agreed-upon dates or as soon as possible after receipt of Utility Bills from Customer or Utility Providers directly. Resident invoices will be issued and delivered by the agreed-upon target billing dates, or as soon as possible after receipt of Utility Bills from Customer or Utility Providers.
5.2 Training. Upon request, and in Entrata’s sole discretion, Entrata will provide online and telephonic training of Customer-selected management personnel. Training will take place before the billing program commences and may be provided for new personnel as requested by Customer. Training will include implementation strategies, program requirements, common Resident questions and information on further program support. Entrata may also provide monthly billing and performance reports through the Administrative System.
5.3 Customer Support Warranty. Entrata warrants that it will perform Customer Support provided hereunder in a professional and workmanlike manner. Customer agrees that the sole remedy for a breach of this warranty is for Entrata to undertake reasonable efforts to re-perform the specific Customer Support Services that fail to comply with the foregoing warranty.
5.4 Estimated Bills. Entrata reserves the right, but will not be required, to issue Estimated Bills where allowed by applicable law. In the event Customer has failed to meet its obligations pertaining to the provision of Utility Bills or the maintenance of submeters or other energy allocation devices, and for other reasons reasonably deemed necessary by Entrata, Estimated Bills may be issued in compliance with the laws and regulations of the jurisdiction where Customer’s Property is located. When the number of legally permitted Estimated Bills has been exhausted, Entrata may, at its sole discretion, discontinue the Services to Customer. If Entrata issues Estimated Bills, Customer agrees to pay Entrata the regular billing fees, in accordance with the Amendment, as though resident invoices had been generated. Entrata agrees to make any necessary adjustments to Resident invoices during the next billing cycle if a more current Utility Bill is received, or accurate readings become possible with repaired submeters or energy allocation devices, and if allowed by law in Customer’s jurisdiction.
6. TERM AND TERMINATION
6.1 Termination if Unprofitable. If in Entrata’s sole discretion, the ResidentUtility and Utility Expense Management are deemed to be unprofitable, Entrata may terminate such Services by providing Customer 45 days’ notice of such termination.
6.2 Liquidated Damages. In the event the ResidentUtility and Utility Expense Management Services are: (i) not implemented due to Customer’s unresponsiveness during the implementation process, or (ii) terminated or discontinued prior to their expiration for any reason other than Entrata’s uncured breach or insolvency, Customer hereby agrees to pay liquidated damages to Entrata as outlined in this Section. Such damages shall be calculated as follows: (a) in the event of termination within the first 12 months of the Term or Renewal Term or failure to implement, 24 times the highest monthly Fees charged (or estimated to be charged in the case of failure to implement) within the six billing periods immediately preceding such termination; (b) in the event of termination between months 13 and 24 of the Term or Renewal Term, 12 times the highest monthly Fees charged within the six billing periods immediately preceding such termination; or (c) in the event of termination between months 25 and 35 of the Term or Renewal term, three times the highest monthly Fees charged within the six billing periods immediately preceding such termination. In the event a concession, discount, or waiver was provided for sub-metering system equipment as consideration for these Services, such concession, discount or waiver will be forfeited and difference between the full purchase price and the price charged for the sub-metering system, as stated on the bid, will become immediately due. Customer specifically acknowledges that the foregoing liquidated damages are not a penalty but agreed liquidated damages that are not disproportionate to the presumed damage caused by the failure to which such fixed damages relate, as actual damages may be difficult or impossible to assess.
The following Services are provided by Entrata’s Affiliate, ResidentVerify, a Utah limited liability company located at 4205 Chapel Ridge Road, Suite 200, Lehi, Utah 84043 (hereinafter “ResidentVerify”). Unless Customer and ResidentVerify have previously signed a separate ResidentVerify Agreement for Service (or similarly titled document), these terms govern the use of the ResidentVerify Services provided by Entrata.
1. DEFINITIONS
1.1 “Adverse Action” means any action that is adverse to the interests of a consumer. 15 USC § 1681a(k).
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, pursuant to 15 U.S.C. § 1681 et seq., the federal Fair Credit Reporting Act (the “FCRA”), 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” or “Software” means the residential property tenant screening services described in section 3 below, as well as the ResidentVerify web-interface, procedures, protocols and Software to be provided by ResidentVerify to Customer to enable the processing of screening requests.
2. LEGAL COMPLIANCE
2.1 Customer is solely responsible for complying with all applicable state and federal laws and regulations related to: (a) Customer’s use of the Consumer Reports including any Adverse Action obligations under any state or federal FCRA, (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. Customer hereby acknowledges receipt of the Notice to Users created by the Federal Trade Commission relating to requesting and using Consumer Reports.
2.2 Upon request, ResidentVerify may provide to Customer samples of certifications, consumer authorizations, and summaries of rights under the FCRA, in order to help Customer, meet its obligations under the FCRA and other applicable laws. Customer may also be provided with National Consumer Reporting Association End-User training, tests and study material at no charge to assist customer in understanding its legal obligations.
2.3 Customer agrees that it will comply with the federal FCRA, and the other Laws and Regulations related to the proper confidentiality, retention, and destruction of all Consumer Reports. At minimum, Customer will maintain documentation demonstrating compliance with such Laws and Regulations for a period of six years or during the entire term of the Potential Lessee’s tenancy, whichever is longer. Customer shall cause all reports of which it has no further need to be shredded, burned or otherwise disposed of as required by Federal Trade Commission regulations or other applicable laws.
2.4 Customer will promptly execute and return to ResidentVerify all documentation required to permit release of information or to ensure compliance with the applicable laws, regulations and audits. Failure to return such documentation will result in Customer being blocked from receiving information related to the documentation and, if expedient, all Services may be terminated without additional notice.
2.5 The federal FCRA prohibits obtaining information from a Consumer Reporting Agency for an impermissible purpose. Those involved in such improper requesting may be subject to criminal penalties of imprisonment up to one year and/or a fine of $5000 for each offense (15 U.S.C. § 1681q). If Customer or any of its Users misrepresent to ResidentVerify the reason for a report or requests/uses a report for an impermissible purpose, ResidentVerify may terminate Service without notice in addition to other remedies available to ResidentVerify. Customer’s misuse or improper request for information may have a direct impact on ResidentVerify and may cause it to be unable to obtain information for its other clients, resulting in substantial damages for which Customer would be liable.
3. SERVICES
ResidentVerify will, upon a request made by a Customer through the Software, provide Customer with the Services during the Term. ResidentVerify will use reasonable efforts to assemble and evaluate consumer credit information or other information on consumers for the purpose of furnishing Consumer Reports to Customer under the FCRA, for each Potential Lessee as requested by Customer. Customer understands and agrees that it is solely responsible for selecting the type and scope of information requested on an applicant. Customer also understands and acknowledges the criminal record search criteria and Fee structure for manual criminal searches as set forth at https://entrata.com/leasing/resident-verify/terms-and-conditions. Furthermore, in some states there is limited or no instant criminal data available. Customer is able to obtain the most updated list of these states from the ResidentVerify Sales Professional. In those cases, ResidentVerify recommends adding a manual criminal search in addition to the instant search.
4. REPRESENTATIONS AND RESPONSIBILITIES OF CUSTOMER
4.1 Use of Reports. Customer hereby certifies that 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 the reports. Customer will not further distribute, sell, give, license, trade, or otherwise disseminate such Consumer Reports or information contained therein with any third party. Customer certifies that the sole use of the reports is residential screening for a transaction initiated by the Potential Lessee. 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 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 parts 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 include the elements set forth in 16 C.F.R. § 314.4 and 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 Death Master File. Customer acknowledges that many services containing Experian information also contain information from the Death Master File, as issued by the Social Security Administration (“DMF”). Customer certifies pursuant to Section 203 of the Bipartisan Budget Act of 2013 and 15 C.F.R. § 1110.102 that, consistent with its applicable FCRA or GLB use of Experian information, Customer’s use of deceased flags or other indicia within the Experian information is restricted to legitimate fraud prevention or business purposes (as such business purposes are interpreted under 15 C.F.R. § 1110.102(a)(1)) in compliance with applicable laws, rules and regulations, or fiduciary duties. Customer further certifies that it will not take any adverse action against any consumer without further investigation to verify the information from the deceased flags or other indicia within the Experian information.
4.4 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) provide to the Potential Lessee a summary of the individual’s rights under the federal and any applicable state FCRA; and (c) not utilize any information in violation of any laws or regulations.
4.5 Adverse Action. After taking Adverse Action, as such term is defined by the federal FCRA, based on information contained in a Consumer Report, (such as rejecting an application of a Potential Lessee, increasing rental rates, requiring a Guarantor etc. against the Potential Lessee who is the subject of a report, based in whole or in part upon information contained in the report or Services furnished by ResidentVerify), Customer certifies that it shall, along with any other required obligations: (a) provide 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) inform the Potential Lessee that s/he is entitled to a free copy of the report and a right to dispute the record through the Consumer Reporting Agency that produced the Consumer Report, (d) communicate to the Potential Lessee that the Consumer Reporting Agency is unable to provide the Potential Lessee with the specific reasons why the adverse action was taken by Customer; and (e) provide a copy of the Potential Lessee’s rights under the FCRA.
4.6 Credit Reports. Customer represents that, upon ordering credit reports, 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.
4.7 Regulations. Customer will become familiar and comply with laws related to furnishing and using information provided hereunder. Customer’s failure to comply with then-current laws may result in a breach of the Agreement, termination of the Service, civil and/or criminal liability. ResidentVerify has no obligation to advise Customer of its legal obligations and no documents or forms provided shall be considered legal advice or representation. Customer hereby acknowledges its receipt of the Notice to Users created by the Federal Trade Commission. Furthermore, Customer agrees to comply with, adhere to and implement the “Security Requirements” document, which is included below as Exhibit A to these ResidentVerify terms and incorporated by reference herein.
4.8 Legal Advice. ResidentVerify does not and cannot provide Customer with legal advice through the Services. Customer is responsible for retaining counsel to advise it regarding: (a) the proper use of Consumer Reports, (b) compliance with the federal FCRA, (c) other applicable federal, state, and local laws or regulations, and (d) the development of an appropriate screening program for Customer’s use of Consumer Reports or the Service.
4.9 Audits. In order to determine the appropriateness of any request(s) 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 the FCRA.
4.10 Release of Resident Information. Customer acknowledges that ResidentVerify may acquire resident’s Personal Information which may be used by ResidentVerify in accordance with the Fair Credit Reporting Act (FCRA - 15 U.S.C. § 1681). Customer agrees to notify ResidentVerify if their privacy polices restrict ResidentVerify from gathering Personal Information from Customer’s residents.
4.11 Insurance. Notwithstanding anything contained in the Agreement to the contrary, Customer acknowledges that ResidentVerify Services are covered by separate insurance limits than may be outlined in the Agreement. Upon request, ResidentVerify shall furnish Customer with a certificate of insurance evidencing the insurance coverages for ResidentVerify.
1. CRIMINAL CATEGORIZATION
ResidentVerify’s Criminal Categorization feature serves as an additional screening tool which allows Customer to narrow its resident selection criteria, when utilizing criminal records as a determinant for housing (“CrimCat”).
2. OPTING OUT
In the event Customer elects to opt-out of implementing CrimCat to Customer’s screening components, Customer acknowledges that such opt-out reduces Customer’s compliance and adherence to the United States Department of Housing and Urban Development guidance (“HUD Guidance”) concerning blanket policies banning individuals from housing on the basis of the existence of criminal records.
3. LIMITATION OF LIABILITY
IN ADDITION TO THOSE LIMITATIONS OUTLINED IN THE AGREEMENT, IN NO EVENT WILL RESIDENTVERIFY, NOR ITS PARENT COMPANY, AFFILIATES, OR RELATED ENTITIES, NOR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, STOCKHOLDERS, OR AFFILIATES BE LIABLE FOR ANY DAMAGES ARISING FROM CUSTOMER’S CHOICE NOT TO USE CRIMCAT OR FOLLOW THE HUD GUIDANCE. CUSTOMER UNDERSTANDS AND AGREES THAT CUSTOMER IS SOLELY RESPONSIBLE FOR THE CRITERIA THAT MAY OR MAY NOT DISQUALIFY A POTENTIAL LESSEE FROM CONSIDERATION FOR HOUSING AT CUSTOMER’S PROPERTIES, AND CUSTOMER’S DECISION OF OPTING OUT OF IMPLEMENTING CRIMCAT AS PART OF CUSTOMER’S SCRENING CRITERIA.
Date Updated: October 11, 2024
1. DEFINITIONS
1.1. “Customer IDV Data” means data in electronic form that is transmitted through the IDV Services by, on behalf of, from, or to Customer or prospective residents. For the avoidance of doubt, Customer IDV Data is not the Confidential Information of any party.
1.2. “Identity Verification” means the IDV Services to which Customer may submit Customer IDV Data provided by Customer or prospective residents, as determined by Entrata via the IDV Dashboard.
1.3. “IDV Services” means the services comprised of Identity Verification and the IDV Dashboard.
1.4. “IDV IDV Dashboard” means the Entrata-facing IDV Dashboard functionality and IDV Dashboard display services within the IDV Services.
1.5. “DPPA” means the Drivers Privacy Protection Act, 18 U.S.C. § 2721, et. seq.
1.6. “GLBA” means the Gramm-Leach-Bliley Act, 15 U.S.C. § 6801, et seq.
1.7. “Process” means collect, disclose, use, store, or otherwise process.
1.10. For the purposes of these IDV Terms, the terms “controller,” “processor,” and “subprocessor” have the meanings ascribed to them, and are hereby deemed references to the relevant defined terms with analogous meanings, under applicable law. For example, these terms will be deemed references, as applicable, to the terms “business” and “service provider” as such terms are used in the California Consumer Privacy Act of 2018 as amended by the California Privacy Rights Act of 2020.
2. SCOPE OF USE
The IDV Services are provided directly by Plaid (“Plaid”) to Customer pursuant to a reseller services agreement between Entrata and Plaid. Customer may utilize Plaid’s IDV Services through ResidentVerify’s background screening service to verify the identities and genuine presence of prospective tenants, subject to these Product Specific Identity Verification Services terms and conditions (the “IDV Terms”).
3. CUSTOMER RESPONSIBILITIES
3.1 Restrictions. Unless Plaid specifically agrees otherwise in writing, Customer will not, and will not enable or assist any third party to: (i) attempt to reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the IDV Services; (ii) modify, translate, or create derivative works based on the IDV Services; (iii) make the IDV Services or any derivative work thereof available to, or use the IDV Services (or any derivative thereof) for the benefit of, anyone other than Customer or Customer’s prospective residents; (iv) sell, resell, license, sublicense, distribute, rent, or lease any IDV Services (or any derivative thereof) to any third party, or include any IDV Services (or any derivative thereof) in a service bureau, time-sharing, or equivalent offering; (v) publicly disseminate information from any source regarding the performance of the IDV Services; or (vi) attempt to create a substitute or similar service through use of, or access to, the IDV Services. Customer will use the IDV Services only in compliance with: (a) the Customer application, use case, and other restrictions agreed between Plaid and Entrata; (b) the Plaid developer policies (available at https://www.plaid.com/legal); (c) Plaid’s applicable technical user documentation (available at https://www.plaid.com/docs); and (d) any agreements between Customer and prospective residents (for clarity, including any privacy policy). Notwithstanding anything to the contrary, as between Entrata, Plaid and Customer, Customer accepts and assumes all responsibility for complying with all applicable laws and regulations in connection with Customer’s activities involving any IDV Services, Customer IDV Data, or prospective resident data.
3.2 Access. Customer may use the IDV Services subject to, and only in accordance with, applicable law, these IDV Terms, the Agreement, and the agreed use cases therein, and any agreements between Customer and prospective residents (for clarity, including any privacy policy or terms of service) to verify, via Identity Verification’s matching of Customer IDV Data provided by prospective residents, applicable prospective resident identities in the normal course of Customer's business. Without limiting the generality of the foregoing, Customer agrees that: (a) Customer will not enable or use the “autofill” functionality of the IDV Services if Customer is located outside of the United States; and (b) any violation of this sentence will be deemed a material breach of these IDV Terms.
3.3. Instructions. To enable Entrata to provide the IDV Services to Customer, Customer may be permitted to submit instructions for input (by Entrata) within the IDV Dashboard (the “Instructions”). The Instructions will include direction regarding: (i) the applicable categories or types of Customer IDV Data that will be processed by the IDV Services on behalf of Customer and its prospective residents; (ii) when such processing will occur; and (iii) the categories or types of prospective residents who will provide Customer IDV Data through the IDV Services.
3.4. Consent. Customer represents and warrants that Customer will provide all notices and obtain all consents as required under applicable law, regulations, and third-party agreements for: (i) Customer to Process Customer IDV Data; and (ii) Entrata (and its affiliates, subcontractors, subprocessors, service providers, and data sources) to provide the IDV Services by Processing such Customer IDV Data, and to otherwise exercise the rights described in these IDV Terms. Customer will maintain records sufficient to demonstrate its compliance with this Section 3.4 and will promptly provide such records to Entrata upon request.
3.5. Customer IDV Data. Customer grants to Entrata’s IDV Services Plaid and its affiliates and subcontractors a limited and non-exclusive license to copy, store, configure, display, back test, transmit, and otherwise Process Customer IDV Data as necessary to provide the IDV Services and to develop enhancements for the IDV Services in accordance with the prospective resident privacy statement available at https://cognitohq.com/privacy-statement. Without limiting the generality of the foregoing, Plaid may disclose Customer IDV Data to subcontractors subject to restrictions which are no less protective of such IDV Data than the restrictions contained in these IDV Terms. Notwithstanding anything to the contrary, Plaid may disclose Customer IDV Data as required by law or court order. Subject to the foregoing in this paragraph, Customer will retain its existing rights (if any, including any ownership rights) in and to Customer IDV Data. For the avoidance of doubt and notwithstanding any other provisions of these IDV Terms, the parties hereto acknowledge and agree that Plaid: (i) may use, reproduce, disclose, or otherwise exploit de-identified or anonymized Customer IDV Data (i.e., Customer IDV Data from which Personal Information has been removed, de-identified, or anonymized) in any way in Plaid’s sole discretion; and (ii) reserves the right to provide the IDV Services through use of subcontractors, affiliates, and otherwise, worldwide.
4. COMPLIANCE
4.1. GLBA; DPPA. Customer certifies that all uses by and on behalf of Customer (including its employees, agents, contractors, and service providers) of, and all purposes pertaining to, the IDV Services are and will be in accordance with and solely comprised of uses and purposes: (i) described in Section 6802(e) of GLBA and the United States Federal Trade Commission rules promulgated thereunder, as may be interpreted from time to time by a competent regulatory authority; or (ii) permitted under DPPA.
4.2. Processing on Customer’s Behalf. Customer acknowledges and agrees that, solely with regard to the Customer IDV Data: (i) Customer will determine, via the Instructions, the purpose and means by which Plaid will process Customer IDV Data; (ii) Entrata will require Plaid to act on Customer’s Instructions with respect to the details of Plaid’s processing of Customer IDV Data (i.e., how, what, when, and why such Customer IDV Data is processed by Plaid); and that therefore (a) Customer will be deemed a controller with regard to such Customer IDV Data; (b) Entrata will be deemed a data processor with regard to Customer IDV Data; and (c) Entrata’s subcontractors will be deemed subprocessors with regard to Customer IDV Data where such subprocessors facilitate, via the IDV Services, the Customer activities described in Section 3.2). Customer will direct prospective residents to Customer’s privacy policy for any queries or requests regarding prospective resident rights with respect to, and the processing of, Personal Information applicable to the IDV Services. For the avoidance of doubt, Customer acknowledges and agrees that: (I) Customer’s privacy policy will control and apply with respect to the processing of all Personal Information applicable to the IDV Services; and (II) Customer will make available and maintain all data retention policies and provisions as required under applicable law pertaining to subprocessor storage of Personal Information on Customer’s behalf in relation to the IDV Services provided under these IDV Terms. Entrata agrees that Plaid is prohibited from: (A) processing Personal Information for any purpose (including any commercial purpose) other than as necessary to perform the IDV Services for the Customer (which performance includes the activities described in Section 3.5); (B) selling any Personal Information; (C) processing Personal Information outside of the business relationship described in these IDV Terms; or (D) combining Personal Information with any other personal information that Plaid collects (directly from prospective residents or via any third party) other than as expressly permitted for processors or subprocessors under applicable law.
4.3. Details of Processing. The parties acknowledge and agree that Customer will control, via the Instructions provided to Entrata, the types and categories of Personal Information that may be Processed in connection with the IDV Services. For clarity, such types and categories may include names, addresses, dates of birth, phone numbers, identification documents, and images/videos (e.g., photos or selfies). Entrata agrees that such Processing will continue, as applicable, in accordance with these IDV Terms.
4.4. FCRA. Customer acknowledges and agrees that: (i) neither Entrata nor Plaid is a “consumer reporting agency” or a “furnisher” of information to consumer reporting agencies under the FCRA; and (ii) the Customer IDV Data is not a “consumer report” under the FCRA. Customer represents and warrants that it will not, and will not permit or enable any third party to, use the IDV Services or any Customer IDV Data: (a) as a, or as part of a, “consumer report” as that term is defined in the FCRA; or (b) such that the IDV Services or any Customer IDV Data would be deemed “consumer reports” under the FCRA.
4.4. Customer Responsibilities. Notwithstanding the applicability or details of Customer’s integration involving the IDV Services, and notwithstanding anything to the contrary in these IDV Terms or any other terms of the Agreement, Customer is responsible for its relationships with prospective residents, and Entrata shall provide support for the IDV Services as applicable, including technical sand dispute support. Without limiting anything in these IDV Terms, Customer will publish and maintain an easily accessible and legally sufficient privacy policy. Customer will promptly notify Entrata upon making any material changes to such Customer privacy policy which have a material impact on the IDV Services. Customer is, and will remain, solely responsible and liable for the use of and access to the IDV Services by each prospective resident and any entity operating on Customer’s behalf (including its employees, agents, contractors, and service providers). Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer IDV Data, and for verifying the same.
4.5. Unauthorized Use. In connection with its processing of any Customer IDV Data, Entrata will comply with all obligations (including privacy protection obligations) applicable to it as a processor under applicable law. Customer reserves the right to take reasonable and appropriate steps towards stopping and remediating any unauthorized use of Personal Information. Entrata will reasonably cooperate with Customer to facilitate such steps, including by making available to Customer all information reasonably necessary to demonstrate Entrata’s compliance with its obligations under these IDV Terms and applicable law.
5. DISCLAIMER; RELEASE OF LIABILITY
5.1 Entrata Disclaimer. Entrata does not collect, receive, store, or otherwise use or have access to Customer IDV Data provided in connection with the IDV Services. Notwithstanding anything contained in the Agreement, Entrata makes no warranty as to the security or likely results of the use of the IDV Services by Customer. Customer agrees that it is solely responsible and liable for any decision made with respect to a Potential Lessee’s application, and Customer hereby releases Entrata from any and all liability related to or resulting from Customer’s reliance on results provided by the IDV Services.
5.2 Plaid Disclaimer. Plaid makes no warranty with respect to, and disclaims all liability pertaining to: (i) the Instructions and any acts or omissions in accordance therewith; and (ii) the accuracy of any Customer IDV Data and all other data (a) uploaded or otherwise provided to or for the IDV Services by or on behalf of Customer or prospective residents, and (b) Processed or provided by, or otherwise originating from, Plaid or its data sources in relation to the IDV Services. With respect to the IDV Services, Plaid disclaims all liability for the errors and omissions of it and its data sources.
6. EFFECT OF TERMINATION
Upon termination or expiration of a Sales Order or Amendment relating to the IDV Services, in addition to any other Customer obligations: (i) Customer will destroy or return to Entrata all IDV Services documentation provided to Customer relating to such Sales Order or Amendment; and (ii) following Entrata’s receipt of Customer’s request in writing, Entrata will facilitate the deletion (or return, per such request) of all Customer IDV Data stored on Entrata’s and Plaid’s servers relating to such Sales Order or Amendment, unless retention of the Customer IDV Data is required under applicable law. Without limiting the foregoing, Entrata and Customer may mutually agree upon the retention periods for various types or categories of Customer IDV Data. Notwithstanding anything to the contrary, Plaid disclaims all liability pertaining to: (a) deletion of Customer IDV Data after the termination or expiration of a Sales Order or Amendment; and (b) Customer’s use of the IDV Services and Customer IDV Data after any Sales Order or Amendment termination or expiration.
7. INDEMNITY
In addition to the indemnity under the Agreement, Customer will indemnify, defend, and hold harmless Plaid and its affiliates from any claims, actions, suits, demands, losses, liabilities, damages (including taxes), costs, and expenses arising from or in connection with: (i) breaches by Customer of these IDV Terms; (ii) acts or omissions of Customer or its employees, affiliates, clients, or contractors relating to the IDV Services; (iii) the Processing of Customer IDV Data by Customer or its employees, agents, contractors, and service providers; and (iv) the Instructions and any acts or omissions in accordance therewith.
1. DEFINITIONS
1.1 “Account Data” means the data and information collected by Finicity, through the granting of access by Consumers to such data and information by use of Consumer Credentials. Account Data may include, but is not limited to, medical information (such as payment information related to the rendering of medical or healthcare services) and employment information (such as deposit information from an employer), for the purpose of creating Verification Report(s), and any derivatives or modifications thereof. To the extent any Account Data (and all derivatives thereof, including the Verification Reports, as applicable) is shared with, or accessible to, ResidentVerify or Customer, the same shall constitute Confidential Information and shall be treated as such in accordance with the terms of the Agreement.
1.2 “Consumer” means any applicant or resident of a property managed or owned by Customer and licensed to use the Income Verification Services Product identified in this section, which applicant or resident provides access to Account Data to Finicity for the purpose of creating Verification Reports.
1.3 “Consumer Credentials” means a Consumer’s login credentials (including username and password) or other information required for online access to the Provider Services containing Account Data that Finicity will use (with the Consumer’s consent and at the Consumer’s direction) to create Verification Reports for delivery to Customer.
1.4 “Finicity” means Finicity Corporation, the originating Consumer Reporting Agency with regard to the Income Verification Services Product, and the entity responsible for collecting Account Data and providing Verification Reports under this section.
1.5 “Provider” means a Consumer’s bank, credit union, payroll administrator, or other third-party provider of financial or other services, that maintains the Account Data of such Consumer.
1.6 “Provider Services” means the online services of a Provider, such as online banking, online investment account management, online bill pay services, online trading account services, and other similar services for which Account Data is maintained and may be used by Finicity to create Verification Reports.
1.7 “User Interface” means the interface, provided by Finicity, through which Consumers may grant access to their Account Data to Finicity for the purpose of creating Verification Reports.
1.8 “Verification Report” means a Consumer Report (as defined above), provided by ResidentVerify, based upon the Account Data provided by a Consumer to Finicity, that identifies such Consumer’s income streams, deposit frequency, and account ownership status, and estimates such Consumer’s annual income.
2. SCOPE OF INCOME VERIFICATION SERVICES
The Income Verification Services Product allows Customer to request and receive verification of income reports with regard to applicants and residents at Customer’s managed and/or owned Properties, in addition to the other Consumer Reports provided by ResidentVerify. The Income Verification Services contracted are provided to Customer pursuant to a reseller services agreement between ResidentVerify and Experian Data Corp (“Experian”), in partnership with Finicity Corporation (defined below). ResidentVerify will, upon the request of Customer therefor, assemble and provide Verification Reports regarding individual Consumers, based upon the information received by ResidentVerify from Experian (via Finicity).
3. CUSTOMER ACKNOWLEDGMENTS
Customer acknowledges and agrees that its receipt of a Verification Report (including any Account Data contained therein) is dependent upon:
3.2 Customer agrees that ResidentVerify, Experian, and Finicity are not responsible to provide any Verification Report for any Consumer that does not provide his or her consent, Consumer Credentials, or required Consumer-uploaded documentation, as applicable. Additionally, ResidentVerify, Experian, and Finicity are not responsible to include data in a Verification Report from a Provider that does not permit Finicity access to the Provider Services in order for Finicity to access, collect, and use the Account Data as contemplated herein.
4. DISCLAIMERS; RELEASE OF LIABILITY
Verification Reports are Consumer Reports, as defined above. ResidentVerify does not collect, receive, store, or otherwise use or have access to Consumer Credentials or Account Data (except to the extent Account Data is contained in Verification Reports provided by Experian and Finicity); Consumer Credentials are provided by Consumers directly to Finicity, through the User Interface, for Finicity’s collection and use of the same, and only Finicity is responsible for such collection and use in connection with this Product, pursuant to the terms of use between Finicity and Consumers. ResidentVerify makes no warranty as to the security or likely results of the use of the User Interface by Customer or its Consumers. Customer hereby releases ResidentVerify from any and all liability related to or resulting from Customer’s reliance on information contained in Verification Reports, and from any disclosure or misuse of Consumer Credentials or Account Data by Finicity or Experian.
The Snappt Integration connects ResidentVerify with Snappt’s fraud detection services. Use of the Snappt Integration requires Customer to enter into an active, paid agreement for fraud detection services with Snappt directly. As part of this process, Customer agrees that ResidentVerify may share Customer’s information with Snappt to facilitate execution of such agreement.
Capitalized terms shall have the same meaning as found in the ResidentVerify terms, which Customer agrees to in conjunction with use of the Snappt Integration.
In connection with determining whether to lease real property to a Potential Lessee, the Potential Lessee will provide application information within the Entrata Software. If Customer has entered into an agreement with Snappt, at a given point in the application process a Potential Lessee will be directed to a Snappt document upload portal, and will be required to accept the Snappt online terms. Only pdf bank statements and pay stubs generated directly from an applicant’s financial institution or payroll provider’s website are covered by Snappt’s services. All other documents cannot be scored by Snappt and will be returned via the Provider portal as ‘insufficient documentation’. Once the Potential Lessee has uploaded the required information to Snappt, the Potential Lessee will be returned to the Entrata Software to complete the application.
Customer authorizes ResidentVerify and Snappt to share data provided by Potential Lessees in connection with the Snappt Integration and as part of preparing a consolidated Consumer Report for each Potential Lessee, which will be delivered by ResidentVerify to Customer. Customer represents and warrants that data provided by Potential Lessees will be requested and used by Customer solely for “permissible purposes” as that term is defined in the FCRA, and Customer will not request or use such information for any purpose prohibited by law.
Customer agrees that it is solely responsible and liable for any decision made with respect to a Potential Lessee’s application.
The security requirements included in this document represent the minimum security requirements acceptable to ResidentVerify and are intended to ensure that an End User (i.e., any other organization engaging with ResidentVerify) has appropriate controls in place to protect information and systems, including any information that it receives, processes, transfers, transmits, stores, delivers, and / or otherwise accesses on behalf of ResidentVerify.
DEFINITIONS
"Reseller Information” means ResidentVerify highly sensitive information whether property of ResidentVerify or another consumer reporting agency (e.g., Experian) and provided to End User, includes, by way of example and not limitation, data, databases, application software, software documentation, supporting process documents, operation process and procedures documentation, test plans, test cases, test scenarios, cyber incident reports, consumer information, financial records, employee records, and information about potential acquisitions, and such other information that is similar in nature or as mutually agreed in writing, the disclosure, alteration or destruction of which would cause serious damage to ResidentVerify’s reputation, valuation, and / or provide a competitive disadvantage to Reseller or upstream consumer reporting agencies.
“Resource” means all End User devices, including but not limited to laptops, PCs, routers, servers, and other computer systems that store, process, transfer, transmit, deliver, or otherwise access the Reseller Information.
1. Information Security Policies and Governance
End User shall have Information Security policies and procedures in place that are consistent with the practices described in an industry standard, such as ISO 27002 and / or this Security Requirements document.
2. Vulnerability Management
Firewalls, routers, servers, PCs, and all other resources managed by End User (including physical, on-premise or cloud hosted infrastructure) will be kept current with appropriate security specific system patches. End User will perform regular penetration tests to further assess the security of systems and resources. End User will use end-point computer malware detection / scanning services and procedures.
3. Logging and Monitoring
Logging mechanisms will be in place sufficient to identify security incidents, establish individual accountability, and reconstruct events. Audit logs will be retained in a protected state (i.e., encrypted, or locked) with a process for periodic review.
4. Network Security
End User will use security measures, including anti-virus software, to protect communications systems and networks device to reduce the risk of infiltration, hacking, access penetration by, or exposure to, an unauthorized third-party.
5. Data Security
Third Party will use security measures, including encryption, to protect ResidentVerify provided data in storage and in transit to reduce the risk of exposure to unauthorized parties.
6. Remote Access Connection Authorization
All remote access connections to End User internal networks and / or computer systems will require authorization with access control at the point of entry using multi-factor authentication. Such access will use secure channels, such as a Virtual Private Network (VPN).
7. Incident Response
Processes and procedures will be established for responding to security violations and unusual or suspicious events and incidents. End User will report actual or suspected security violations or incidents that may affect ResidentVerify to ResidentVerify within twenty-four (24) hours of End User’s confirmation of such violation or incident.
8. Identification, Authentication and Authorization
Each user of any Resource will have a uniquely assigned user ID to enable individual authentication and accountability. Access to privileged accounts will be restricted to those people who administer the Resource and individual accountability will be maintained. All default passwords (such as those from hardware or software vendors) will be changed immediately upon receipt.
9. User Passwords and Accounts
All passwords will remain confidential and use ‘strong’ passwords that expire after a maximum of 90 calendar days. Accounts will automatically lockout after five (5) consecutive failed login attempts.
10. Training and Awareness
End User shall require all End User personnel to participate in information security training and awareness sessions at least annually and establish proof of learning for all personnel.
11. ResidentVerify’s Right to Audit
End User shall be subject to remote and / or onsite assessments of its information security controls and compliance with these Security Requirements.
[End of Exhibit A to ResidentVerify Terms]
Date Updated: October 23, 2024
1. SCOPE OF USE
Customer may use, as part of its independent decision-making, the Revenue Intelligence Product as an input among others it considers to help price units at an optimal rent through setting its management business rules. The Product will help Customer forecast occupancy, lease starts, and lease expirations, and it will also provide improved pricing suggestions and occupancy data management and processes. The Product will augment Customer’s individual ability to independently increase its revenue while targeting optimal occupancy levels through the use of transparent pricing methodology and processes as well as Customer’s data and publicly available data.
2. RESPONSIBILITIES OF CUSTOMER
2.1 Administrative System. Entrata will provide Customer with Access Credentials that allow Customer to administrate over certain functionality of the Software for the Revenue Intelligence Product. Once trained, Customer is responsible to review the optimized rent pricing suggestions based on the move-in day of the week, and choose the starting rent that will be optimized, before the optimal rent pricing suggestions are automated. The Administrative System is intended and licensed for use by Customer, but not third parties.
2.2 Review of Pricing Suggestions. When the system is in "Manual Review" mode, Customer is required to review all rent pricing suggestions before the rent pricing suggestions are posted. Bugs, mistakes, updates, and outages by Entrata may result in pricing suggestions being generated and pre-populated incorrectly. Customer agrees and acknowledges that if Customer has failed to review the rent pricing suggestions 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 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 suggestions, and any resulting damages or claims which may arise. Customer understands that this release and waiver shall be effective even if the loss, damage, or injury is a result of negligence on the part of Entrata. Customer shall indemnify, defend, and hold harmless Entrata and each Entrata Indemnitee from and against any and all Losses incurred by an Entrata Indemnitee as a result of a claim, suit, action or proceeding brought by a third party to the extent related to any omission on Customer’s part to review the rent pricing suggestions.
2.3 Comparable Data. Customer agrees that this Product is contingent upon Entrata accessing and using Customer’s own data as well as competitive data comparisons of what Entrata or Customer determines may be similarly situated companies based on Customer’s data and publicly available data. The rent pricing suggestions from this Product for Customer do not factor in non-public information from other companies, and non-public information of Customer will not be factored into rent pricing suggestions for other Entrata customers. Customer agrees not to supply to Entrata any non-public information that Customer may have regarding other companies. Customer also agrees that any publicly available information supplied to Entrata by Customer after the execution of the Agreement related to this Product may be used by Entrata in an anonymized manner and in aggregate with other data to provide services related to the rental of Properties and for the purpose of leasing or managing residential or commercial real estate.
2.4 Compliance and Non-distribution. Customer shall comply with all applicable laws and regulations in connection with or affecting the use of the Product. Customer must not copy, abstract, or reverse engineer the Software for the Product 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 for the Product in confidence and prevent unauthorized access to it. Customer also agrees not to attempt to identify the source(s) of any anonymized data used by Entrata with the Product. Entrata hereby disclaims all warranties with respect to the satisfactoriness or accurateness of the Product with regard to Customer’s compliance with Applicable Laws and Regulations.
2.5 Limitations. Customer agrees not to use the Product, 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 Suggestions. Customer shall regularly, promptly, and independently review all pricing suggestions 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 suggestions that Customer believes are 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 Revenue Intelligence Product. Entrata may also post reports in the Administrative System and send reports of transactions to Customer via email, if requested by Customer.
3. RESPONSIBILITIES OF ENTRATA
3.1 Access. Entrata shall provide Customer with access to the Revenue Intelligence Product through Entrata for the number of Properties and at the rates set forth in Customer’s SOW or Sales Order.
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 Product.
3.3 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, good faith methods; however, Entrata may use such Customer data and information for internal comparable data analysis in furthering the functionality of the Revenue Intelligence Product.
3.4 Product Delivery. Entrata will deliver the Revenue Intelligence Product 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 United States 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 at Customer's sole discretion; however, if Customer elects to turn off the Product, it will still owe Entrata the monthly fees pursuant to the terms of the Agreement.
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 Revenue Intelligence Product.
3.6 Consulting. Should Customer purchase Revenue Intelligence with Consulting, Entrata shall consult with Customer through the Term of the Agreement to optimize the Revenue Intelligence Product. Such consulting will include:
1. DEFINITIONS
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.
2. SCOPE OF USE
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 for the Product 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. RESPONSIBILITIES OF CUSTOMER
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 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 shall indemnify, defend, and hold harmless Entrata and each Entrata Indemnitee from and against any and all Losses incurred by an Entrata Indemnitee as a result of a claim, suit, action or proceeding brought by a third party to the extent related to a violation of the foregoing.
4. RESPONSIBILITIES OF ENTRATA
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.
5. DISCLAIMER
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 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 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, and 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. DEFINITIONS
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 “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.
3. 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. Use of SEO Dashboard is contingent upon Customer having a Google Analytics account.
4. RESPONSIBILITIES OF ENTRATA
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.
5. DISCLAIMER
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 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 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, and 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. DEFINITIONS
"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.
2. SCOPE OF USE
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 for the Product shall reside on Entrata’s ASP Server(s).
3. RESPONSIBILITIES OF CUSTOMER
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 shall indemnify, defend, and hold harmless Entrata and each Entrata Indemnitee from and against any and all Losses incurred by an Entrata Indemnitee as a result of a claim, suit, action or proceeding brought by a third party to the extent related to content posted on Customer’s website or other online sources.
4. RESPONSIBILITIES OF ENTRATA
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.
5. DISCLAIMER
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
1. DEFINITIONS
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 Product.
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.
2. SCOPE OF USE
Customer may use the Property Specific Site Tablet Product 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 Product only when a Statement of Work includes such Products in Customer’s 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. RESPONSIBILITIES OF CUSTOMER
3.1 Purchase of Tablet. Customer will be required to purchase one or more Tablets on which to access and display the Product.
3.2 Purchase/Download of Application. Customer is responsible for purchasing 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. 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 Entrata’s 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. RESPONSIBILITIES OF ENTRATA
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 ProspectPortal 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 or purchasing the SiteTablet App from the App Store/Library, as applicable, and entering their login and password information in the app.
5. DISCLAIMER
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 Product. 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.
Date Updated: October 23, 2024
1. SCOPE OF USE
Customer may use, as part of its independent decision-making, the Student Revenue Intelligence Product as an input among others it considers to help price units at an optimal rent through setting its management business rules, specifically for Customer’s Student Properties. The Product will help Customer forecast occupancy, lease starts, and lease expirations, and it will also provide improved pricing suggestions and occupancy data management and processes. The Product will augment Customer’s individual ability to independently increase its revenue while targeting optimal occupancy levels through the use of transparent pricing methodology and processes as well as Customer’s data and publicly available data.
2. RESPONSIBILITIES OF CUSTOMER
2.1 Administrative System. Entrata will provide Customer with Access Credentials that allow Customer to administrate over certain functionality of the Software for the Entrata Student Revenue Intelligence Product. Once trained, Customer is responsible to review the optimized rent pricing suggestions based on the move-in day of the week, and choose the starting rent that will be optimized, before the optimal rent pricing suggestions are automated. The Administrative System is intended and licensed for use by Customer, but not third parties.
2.2 Review of Pricing Suggestions. When the system is in "Manual Review" mode, Customer is required to review all rent pricing suggestions before the rent pricing suggestions are posted. Bugs, mistakes, updates, and outages by Entrata may result in pricing suggestions being generated and pre-populated incorrectly. Customer agrees and acknowledges if Customer has failed to review the rent pricing suggestions 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 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 suggestions, and any resulting damages or claims which may arise. Customer understands that this release and waiver shall be effective even if the loss, damage, or injury is a result of negligence on the part of Entrata. Customer shall indemnify, defend, and hold harmless Entrata and each Entrata Indemnitee from and against any and all Losses incurred by an Entrata Indemnitee as a result of a claim, suit, action or proceeding brought by a third party to the extent related to any omission on Customer's part to review the rent pricing suggestions.
2.3 Comparable Data. Customer agrees that this Product is contingent upon Entrata accessing and using Customer’s own data as well as competitive data comparisons of what Entrata or Customer determines may be similarly situated companies based on Customer’s data and publicly available data. The rent pricing suggestions from this Product for Customer do not factor in non-public information from other companies, and non-public information of Customer will not be factored into rent pricing suggestions for other Entrata customers. Customer agrees not to supply to Entrata any non-public information that Customer may have regarding other companies. Customer also agrees that any publicly available information supplied to Entrata by Customer after the execution of the Agreement related to this Product may be used by Entrata in an anonymized manner and in aggregate with other data to provide services related to the rental of Properties and for the purpose of leasing or managing residential or commercial real estate.
2.4 Compliance and Non-distribution. Customer shall comply with all applicable laws and regulations in connection with or affecting the use of the Product. Customer must not copy, abstract, or reverse engineer the Software for the Product 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 for the Product in confidence and prevent unauthorized access to it. Customer also agrees not to attempt to identify the source(s) of any anonymized data used by Entrata with the Product. Entrata hereby disclaims all warranties with respect to the satisfactoriness or accurateness of the Product with regard to Customer’s compliance with Applicable Laws and Regulations.
2.5 Limitations. Customer agrees not to use the Product, 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 Suggestions. Customer shall regularly, promptly, and independently review all pricing suggestions 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 suggestions that Customer believes are 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 Student Revenue Intelligence Product. Entrata may also post reports in the Administrative System and send reports of transactions to Customer via email, if requested by Customer.
2.8 Indemnification. In addition to the indemnification obligations found in the underlying Agreement, Customer will indemnify, defend and hold harmless Entrata, its owners, officers, employees, and agents, from and against any and all third party claims, actions, proceedings, judgments, losses, liabilities, costs and expenses (including attorneys’ fees) that arise from or relate to: (i) Customer’s actions or omissions with regard to the Services; and (ii) arising from or related to Customer’s violation of applicable laws or regulations
3. RESPONSIBILITIES OF ENTRATA
3.1 Access. Entrata shall provide Customer with access to the Student Revenue Intelligence Product through Entrata for the number of Properties and at the rates set forth in Customer’s SOW or Sales Order.
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 Product.
3.3 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, good faith methods; however, Entrata may use such Customer data and information for internal comparable data analysis in furthering the functionality of the Student Revenue Intelligence and Service.
3.4 Product Delivery. Entrata will deliver the Student Revenue Intelligence Product in 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 United States 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 at Customer's sole discretion; however, if Customer elects to turn off the Product, it will still owe Entrata the monthly fees pursuant to the terms of the Agreement.
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 Revenue Management Product.
3.6 Consulting. Should Customer purchase Student Revenue Intelligence with Consulting, Entrata shall consult with Customer through the Term of the Agreement to optimize the Student Revenue Intelligence Product. Such consulting will include:
Social Media (Facebook Integration)
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.
2. RESPONSIBILITIES OF CUSTOMER
2.1 Administrative System. Entrata will provide Customer with Access Credentials that allow Customer to administrate over certain functionality of the Software for the Product.
2.2 Content. Customer assumes full responsibility and legal liability for any and all of Customer's Content, including without limitation any postings via the social media tools.
3. RESPONSIBILITIES OF ENTRATA
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 Entrata’s servers (ProspectPortal Only).
4. 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.
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