These Entrata Terms of Use (“Terms”) on the Entrata.com website (“Entrata website”), Elite by Entrata^® learning program (“Elite”), and the on-demand continuing professional education (“CPE”) courses (the “Site” or “Sites”), are a binding contract between you and Entrata, Inc. (“Entrata,” “we,” “our,” or “us”). These Terms govern your use and access to the Sites, and any content, functionality, and services offered on or through the Sites. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT AUTHORIZED TO CREATE AN ACCOUNT AND YOU MAY NOT ACCESS OR USE THE SITES OR ANY CONTENT CONTAINED THEREIN.

Entrata may update, change, modify, or otherwise amend these Terms at any time without notice to you. Your continued use of the Sites and the services provided therein after the publishing of such modified terms constitutes your acceptance of the then existing Terms.

Definitions

Entrata: A software company that provides software to property management companies.

Elite by Entrata: Educational services, namely, providing training of property managers for certification in the field of property management software and technology.

On-demand CPE courses: An educational resource for certified public accountants and accountants in the multifamily industry to grow their knowledge.

1. Agreement to Deal Electronically; Electronic Communications and Notices

All of your interactions with the Sites may, at our option, be conducted electronically from start to finish. If we decide to proceed non-electronically, those services will still be governed by the remainder of these Terms unless you enter into different terms on a form provided by us. If the law allows you to withdraw such consent or if we are ever required to deal with you non-electronically, we reserve the right to charge or increase fees and you agree to print or make an electronic copy of the Terms and any other contract or disclosure that we are required to provide to you.

By creating or accessing an account on a Site, or by clicking ‘Submit,’ ‘Agree,’ ‘Purchase,’ or similar links on any step of a transaction within the Sites, you agree to conduct such transaction by electronic means. You agree to enter the requested information electronically via the Internet, and to be notified regarding any transaction electronically through the email address you have provided. You are solely responsible for ensuring the completeness and accuracy of the information you enter, and you hereby agree to defend, indemnify and hold harmless Entrata, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgements, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to the information you enter. You understand that electronically signed documents have the same legal effect as hard copies with ink signatures. You understand that you may refuse to conduct other electronic transactions in the future.

Except as otherwise provided in these Terms, Entrata will give you any notices regarding the Sites by posting them on the respective Site. You also authorize Entrata to send notices (including but not limited to notice of subpoenas or other legal process, if any) via electronic mail. You must check each Site for notices, and you will be considered to have received a notice when it is posted on the respective Site, or when sent by us via electronic mail, whether or not received by you. You must keep your email address current, and any notice sent by Entrata to an email address that you have provided to us will be considered effective notice.

2. Access Credentials

By creating or accessing an account on a Site, you or your employer will enter your name and email address and create your own password (together your “Access Credentials”). You are solely responsible for all activity on the Sites conducted through the use of your Access Credentials, whether or not made with your knowledge or authority, including but not limited to purchases of content and posting of any feedback, comments, or other content. You agree to guard your Access Credentials carefully and keep it confidential, and agree not share with any other person. If you suspect someone may have obtained your Access Credentials who is not intended to have authority to act on your behalf, please contact Entrata immediately.

3. Ownership and Restrictions on Use

The Sites are owned and operated by us, and where applicable, in conjunction with others pursuant to contractual arrangements. The information, content and materials made available through the Sites are and shall remain the property of us and our licensors and suppliers, and are protected by copyright, trademark, patent, and/or other proprietary rights and laws.  Except as expressly authorized in advance by us in writing, you agree not to copy, reproduce, republish, upload, post, transmit, modify, rent, lease, loan, sell, distribute, or create derivative works based (whether in whole or in part) on, all or any part of the Sites or any materials, content or information made available through the Sites. The Sites and the selection, compilation, collection, arrangement and assembly thereof are protected by U.S. and international copyright, trademark and other laws, and you acknowledge that these rights are valid and enforceable. The Sites may be used solely as provided in this Agreement. You acknowledge that you do not acquire any ownership rights by using the Sites.

The trademarks, logos, and service marks displayed on the Site, including those of Entrata and its affiliates, Elite by Entrata, and the learning management system (“LMS”) and LMS trademarks (collectively, the “Trademarks”) are registered and unregistered trademarks, its licensors and suppliers, and others. The Trademarks, whether registered or unregistered, may not be used in any manner without the written permission of LMS. 

Nothing contained on the Sites should be construed as granting, by implication, any license or right to use any Trademark without our express prior written consent. Entrata and Entrata’s licensors reserve all such intellectual property rights. You may not alter, remove, or obliterate any copyright or trademark notices on the Sites, and you may not copy nor imitate in any manner the design elements, the ‘look and feel,’ or layout of the Sites. The copying, transmission, distribution, publication, disassembling, reverse engineering, or otherwise reproducing, storing, modifying, or commercially exploiting of any portion of the Sites or any content contained therein is expressly forbidden without the prior express written consent of Entrata.

4. License to use the Site

We hereby grant you a limited, revocable, non-transferable, non-sublicensable license to view and use the Sites solely for the purpose set forth herein, including access to the Site, and the learning modules and certifications thereof. This license does not grant to you any intellectual property right in the Sites or any content on the Sites, other than as explicitly granted in the license provided in these Terms. 

5. Confidentiality

The content on the Entrata website is hereby incorporated into that certain Software License and Maintenance Agreement, Master Services Agreement, or other negotiated agreement (hereinafter “Agreement”) signed between Entrata and your employer, as applicable, and you acknowledge and agree the Agreement shall govern your use of the Entrata website. Where a capitalized term is not defined in these Terms, it shall have the meaning given to it in the Agreement. If any provision of these Terms conflicts with the Agreement, these Terms shall prevail, but only to the extent related to the Entrata website.

The content of Elite and the on-demand CPE courses, including but not limited to videos, pictures, written information and instructions, and learning modules, is the confidential and proprietary information of Entrata. You agree not to disclose any of Entrata’s confidential information, including any of the content provided on Elite and the on-demand CPE courses. You acknowledge that the content of certification courses, learning modules, and all other instructional material provided on Elite and the on-demand CPE courses are intended to assist with your professional improvement, including in using Entrata’s products and services. You agree to hold all such information in confidence and not use such confidential information for any other purpose, including the creation or improvement of any products or services that compete with Entrata.

6. Submission of Comments; Prohibited Content and Conduct

The Sites may allow you to upload, post, submit, or publish content, including feedback, comments, or suggestions (“Submissions”). You hereby grant us a royalty-free, perpetual, irrevocable, world-wide license to use, copy, reproduce, create derivative works from, adapt, modify, publish, edit, translate, sell, distribute, transmit, transfer, publicly display, publicly perform, and display the Submissions without any limitation and in any media or any form now known or later developed. Without limiting the foregoing, we will be entitled to unrestricted use of the Submissions for any purpose, commercial or otherwise, without compensation to you. Further, we may sublicense these rights to third parties. We reserve the right to disclose any information concerning your use of the Sites to the extent required by law or judicial or government order.

Under no circumstance will we be responsible for any Submissions you provide on or through the Sites, including any content in the Submissions. We are also not responsible for the content or accuracy of any Submissions provided by other users of the Sites, the views and opinions they express are solely those of the original contributor.

None of the Submissions will be subject to any obligation of confidence on our part, and we will not be liable for any use or disclosure (including publication in any medium) of any Submissions. From time-to-time this website may request information through the use of forms. Use of such forms is completely voluntary. Information requested may include, but is not limited to, contact information, demographic information and/or opinions.

You must not do or attempt to do any of the following, as reasonably determined by us, subject to applicable law, including posting to the Site or providing any Submissions that are or appear to be the following:

• untrue, misleading, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive to another person's privacy or protected data, hateful, or discriminatory or otherwise objectionable; any content that is libellous, defamatory, obscene, pornographic, threatening, invasive of privacy or publicity rights, abusive, illegal or otherwise objectionable, that would constitute or encourage a criminal offence or violate the rights of anyone, or that would otherwise give rise to liability or violate any law.

• infringing upon a third party's intellectual property rights, including any patent, trademark, trade secret, copyright, right of publicity, including any content that is the subject of any claim of infringement;

• of a type that you do not have a right to transmit under any law or under contractual or fiduciary relationships, such as proprietary and confidential information;

• unsolicited, undisclosed or unauthorized advertising;

• software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; harmful, illegal, deceptive or disruptive code such as a virus, "spyware", "adware" or other code that could adversely impact the Site or any recipient;

• data or information obtained through access that was not authorized by the owner, or that you are not authorized to post; or

• in violation of any applicable local, state, national or international law (including export laws), contracts, intellectual property rights or that constitutes the commission of a tort, or for any purpose that is harmful or unintended (by us), or other than in full compliance with these Terms;

• access, tamper with, or use services or areas of the Site that you are not authorized to access;

• alter information on or obtained from the Site;

• tamper with postings, registration information, profiles, submissions or content belonging to the Site or other users of the Site;

• use any robot, spider, scraper or other automated means or interface not provided by us to access the Site or extract data or gather or use information, such as email addresses, available from the Site or transmit any unsolicited advertising, "junk mail", "spam" or "chain letters";

• frame any part of the Site, or link to the Site, or otherwise make it look like you have a relationship to us or that we have endorsed you or your content for any purpose except as expressly permitted in writing by us;

• impersonate or misrepresent your affiliation with any person or entity;

• reverse engineer any licensed software, application, or any other aspect of the Site or do anything that might discover source code, or bypass or circumvent measures employed to prevent or limit access to any area, content or code of the Site; or

• take any action which might impose a significant burden (as determined by us) on the Site's infrastructure or computer systems, or otherwise interfere with the ordinary operation of the Site.

7. Your Representations and Warranties.

You represent and warrant for the benefit of Entrata and Entrata' licensors and suppliers that:

• you are at least 18 years of age;

• all information that you submit to us is true, accurate, and current and that you own all rights in your Submissions or, alternatively, you have sufficient rights in your Submissions to grant us the rights described in these Terms;

• you will keep your registration information current;

• you will be responsible for all use of your password even if such use was conducted without your authority or permission; and

• you will not use the Sites for any purpose that is unlawful or prohibited by this Agreement.

8. Children

Nothing on this website is intended to specifically solicit information from minors (people under eighteen (18) years old) or to seek to determine whether the visitor is a minor. If you are under eighteen (18), you are not permitted to submit to us any personally identifiable information, such as your name, address, email address, telephone number or any other information that would permit us to identify you. If you are under fourteen (14), it is against the law for us to ask you for that information, and we will not ask for it, nor do we want it. Anyone under 18 who wants to obtain any product from Entrata or otherwise submit any personally identifiable information to us should ask a parent or guardian to do it in his/her own name. Because such information will not be specifically identified as being from minors, users of this website should be aware that personally identifiable information submitted to it by minors may be treated in the same manner as information given by an adult. If we learn we have collected or received personal information from a child under the age of 14 without verification of parental consent, we will delete that information. If you believe we might have any information from or about a child under the age of 14, please contact us.

9. IP Address

An IP address is an identifier for a computer or device on a Transmission Control Protocol/Internet Protocol ("TCP/IP") network, such as the World Wide Web. In other words, an IP address is a number that is automatically assigned to a computer whenever someone is surfing the Web, allowing Web servers to locate and identify a computer. Computers require IP addresses in order for users to communicate on the internet. We use IP addresses to analyze trends, administer the website, track user movement, and gather broad demographic information for aggregate use.

10. Indemnity 

10.1 You agree to defend, indemnify and hold harmless Entrata, its officers, directors, employees, agents, licensors, and suppliers, from and against all third party claims, actions or demands, liabilities, and settlements, including, without limitation, reasonable legal and accounting fees, arising in connection with your use of the Sites or resulting from, or alleged to result from, your use of the Sites or your violation of this Agreement or any law. We will not be responsible or liable for unauthorized access of facilities or to your data or programs due to accident, illegal or fraudulent means or devices.

10.2 We will not be liable for performance of services where delayed by war, riot, embargoes, strikes, or acts of our vendors and suppliers, concealed acts of workmen (whether ours or others), or accidents. The indemnification provided for in this article shall survive any termination of this agreement. You declare the following:

That all representations and statements made by you or on your behalf in this agreement, or in any other document relating hereto, are true, accurate and complete in all material respects. Where applicable and appropriate, you agree to maintain and promptly update your registration or payment information to keep it true, accurate, current and complete. Failure to provide or maintain accurate and current data that is being passed to and from you will result in breach even if we have been advised of the possibility thereof.

10.3 We reserve the right to suspend or terminate any account or transaction from you (a) if we believe in our sole discretion that you have violated these Terms, (b) if you engage in any activities that may harm or damage the reputation, rights, person, or property of the Site, our users, or any other person, (c) if requested by law enforcement, or (d) you provide us with information that is untrue, inaccurate, not current or incomplete. You agree that our services shall only be used for lawful purposes. Any transaction or transmission which violates federal, state or local laws is expressly prohibited. 

10.4 Any claim or legal action arising out of disputes, failures, misrepresentations, malfunctions, or defects shall be waived and in no event shall our liability exceed the total amount in convenience fees you paid to us hereunder.

10.5 You agree, as a company and/or as an individual, to defend, indemnify, and hold us harmless from any and all claims resulting from your use of any services contemplated under this agreement, which cause damage to you or any other party. We will not be responsible or liable for unauthorized access of facilities or to your data or programs due to accident, illegal or fraudulent means or devices.

11. Disclaimers of Warranties

ENTRATA PROVIDES THE SITE "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE OR THE INFORMATION, SOFTWARE, OR CONTENT INCLUDED IN THE SITES. WE MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE SITES WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS OR CONTAMINATION-FREE, SECURE, OR TIMELY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND (INCLUDING WARRANTIES MADE ORALLY), WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND THOSE ARISING FROM A COURSE OF DEALING, TRADE, USAGE OR PERFORMANCE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, AND THEREFORE SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. WE URGE YOU TO KEEP BACKUP COPIES OF YOUR PERSONAL CONTENT, IF ANY, THAT YOU MAINTAIN ON OR USE WITH THE SITES. IF YOUR USE OF THE SITES RESULTS IN THE NEED FOR SERVICING OR REPLACING PROPERTY, MATERIAL, EQUIPMENT OR DATA, WE ARE NOT RESPONSIBLE FOR ANY RESULTING COSTS OR DAMAGES. LATITUDE AND LONGITUDE CONTENT IS PROVIDED "AS IS," "AS AVAILABLE," "WITH ALL FAULTS," AND WITHOUT WARRANTY OF ANY KIND.

12. Links to Third Party Sites

As a convenience, we may provide links to third-party websites from the Sites. We are not responsible for and do not endorse the informational content or any products or services available on any third-party website and do not make any representations regarding its content or accuracy. We take no responsibility and assume no liability for any content in such sites, or for any mistakes, defamation, libel, slander, omissions, falsehoods, obscenity, pornography or profanity contained on such sites. We are not liable for any technological, legal or other consequences that arise out of your visit or transactions on any third-party or non-Entrata websites. Your use of third-party websites is at your own risk and subject to the terms and conditions of use for such sites. This means that we are not your agent and will not be a party to any contract you enter on such third-party sites. Please be aware that we are not responsible for the privacy practices of such other websites. We encourage you to be aware when leaving our Sites of the privacy statements and terms & conditions of each website that collects personally identifiable information.

13. WAIVER AND RELEASE OF LIABILITY

YOUR ACCESS AND USE OF THIS WEBSITE IS AT YOUR OWN RISK. To the fullest extent permitted by law you hereby waive and release us from any and all claims, losses, costs or damages of any nature whatsoever resulting from or in any way related to your use of the Sites. It is intended that this limitation apply to any and all liability or cause of action however alleged or arising. We will not be liable to you for loss of profit or revenue, loss of business opportunity, loss of use, product liability, or for any incidental, special, indirect, punitive or consequential damages arising out of or in connection with your use of the Sites. Third parties will have access to view any ratings and reviews that you post on the Sites, and we are not liable for any actions or liability that may arise from such access. We are not liable for the information contained on the Sites that are posted by third parties, and no warranties arise from this service, including if the information is false. This waiver and release shall apply to all claims, whether under the law of contract, equity, tort, strict liability or otherwise.

14. Exclusive Remedy; Damage Exclusions & Limitations

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER ENTRATA, ITS EMPLOYEES, AGENTS, OFFICERS, OR REPRESENTATIVES ARE LIABLE TO YOU OR ANY OTHER PERSON FOR INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL, STATUTORY, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF PRIVACY, LOSS OF GOODWILL OR ANY OTHER LOSSES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IN THE EVENT OF FAULT, TORT (INCLUDING NEGLIGENCE) OR STRICT OR PRODUCT LIABILITY. WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL THE AGGREGATE LIABILITY TO YOU OF THE INDEMNIFIED PERSONS EXCEED, IN TOTAL, THE AMOUNTS PAID BY YOU TO US.

15. Dispute Resolution

Any controversy or claim arising out of or relating to the use of the services on the Sites, the relationship resulting from the use of such services, or a breach of any duties hereunder will be settled by Arbitration in accordance with the Commercial Arbitration Rules of the U. S. Arbitration & Mediation rules(“USA&M”) or the American Arbitration Association (“AAA”). All hearings will be held in Salt Lake City, Utah before an Arbitrator who is a licensed attorney with at least 15 years of experience in commercial law. A judgment upon the award rendered by the Arbitrator shall be entered in a Court with competent jurisdiction. The Federal Arbitration Act (9 U.S. Code §1 et..seq.) shall govern all arbitration and confirmation proceedings. As a condition precedent to the filing of an arbitration claim, the parties agree to first mediate any claims between them at USA&M or AAA. Any party refusing to mediate shall not prevent the other party or parties from pursuing their claims in arbitration. The parties will share the cost of mediation equally and the costs for arbitration shall be paid by the unsuccessful party. Nothing herein will be construed to prevent any party’s use of injunction, and/or any other prejudgment or provisional action or remedy. Any such action or remedy will not waive the moving party’s right to compel arbitration of any dispute. The parties agree to also meet and negotiate in good faith in order to resolve any disputes which may arise between them.

16. Miscellaneous

16.1 Assignment

These Terms are personal to you and you may not transfer, assign or delegate them to anyone without the express written permission of Entrata. Any attempt by you to assign, transfer or delegate these Terms without the express written permission of Entrata will be null and void. We have the right to transfer, assign and delegate these Terms to one or more third parties without your permission.

16.2 Entire Agreement

The Terms constitute the sole and entire agreement between you and Entrata with respect to the Sites, and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Sites. If any part of these Terms is determined to be invalid or unenforceable, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of the Agreement will continue in effect. The Agreement (including any related consents or agreements that you provide during your visit to the Sites) constitutes the entire agreement between you and us with respect to the Sites and supersedes all other prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us regarding the Sites and/or any order you place through it.

16.3 No Waiver

The failure of any party to exercise or enforce any right or provision of these Terms, including any failure to act with respect to a breach, will not constitute a waiver of such right or provision or that party's right to act with respect to subsequent or similar breaches. We suggest that you print out a copy of these Terms for your records.

17. Translation

Whereas we have provided the ability to translate this Agreement into languages other than English, this translation is provided for convenience only. Your relationship with us will be governed by the English language version of the Agreement, and if there is any contradiction between the English language version and a translated version, the English language version shall take precedence.

18. Opt-Out or Change Information

Requests to change your personally identifiable information may be submitted using the contact information below. We may send email regarding our services. If you wish to discontinue such communications, follow the directions contained in the email to remove a name from our mailing list.

19. Governing Law; Forum and Venue Selection

Your access to the Sites are governed by all applicable federal, state and local laws. These Terms of use shall be governed by and construed in accordance with the laws of the State of Utah, without giving effect to any principles of conflicts of law. Any dispute between you and us regarding the content or use of the Sites may be resolved by mediation, in Provo, Utah (Utah County) and shall not be joined with any dispute that any other person or entity may have with us.

You agree that any cause of action arising out of or relating to this agreement must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred. Jurisdiction of any legal proceeding arising hereby shall be exclusively adjudicated in Provo, Utah (Utah County), United States of America. You hereby agree that any action at law or in equity arising out of or relating to these Terms or the Sites shall be filed only in the state or federal courts located in the County of Utah, in the State of Utah. Further, you hereby expressly consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.

20. Contact Us

For questions or concerns about the use of personal information, please see our Privacy Policy. For questions or concerns about these Terms, please contact [email protected].