Datarly Terms and Conditions for MRI and Yardi Real Estate Data Integration

Terms and Conditions

Last Updated: July 7, 2025

Please read these Terms and Conditions carefully before using Datarly's data pipeline and integration services for MRI, Yardi, and Miami public real estate data. By accessing or using our services, you agree to be bound by these Terms and Conditions.

1. Services Overview

Datarly provides real estate data pipeline and integration services that connect property management systems (including MRI and Yardi) with Miami market data. Our services include:

• Data extraction, transformation, and loading (ETL) from client systems
• Integration with public real estate records and market data
• Analytics dashboards and reporting
• Property performance insights and recommendations
• Data visualization and export capabilities

2. Client Accounts

2.1 Account Creation

To use our services, you must create an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.

2.2 Account Security

You are responsible for safeguarding your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security.

2.3 Account Access

We reserve the right to disable any user account if, in our opinion, you have violated any provision of these Terms and Conditions or if your account shows signs of suspicious activity.

3. Service Subscription and Payment

3.1 Subscription Options

Datarly offers both one-time reports and subscription-based services. The specific features, limitations, and pricing of each option will be outlined in your service agreement or order form.

3.2 Payment Terms

Payment terms are specified in your service agreement. Unless otherwise stated, subscription fees are charged in advance on a monthly or annual basis, and one-time services are billed upon delivery or according to the payment schedule in your agreement.

3.3 Taxes

All fees are exclusive of applicable federal, state, local, or other taxes, which you are responsible for paying. Unless legally obligated to do so, we do not collect taxes from you.

3.4 Refunds

Our refund policy is specified in your service agreement. Generally, subscription fees are non-refundable except as required by law or as explicitly stated in your agreement.

4. Client Data and Licensing

4.1 Client Data Ownership

You retain all rights, title, and interest in your data that you upload, transfer, or provide to our platform ("Client Data"). You grant us a non-exclusive, worldwide license to use, copy, transmit, store, and display Client Data solely for the purpose of providing our services to you.

4.2 Permitted Use of Client Data

We may use Client Data to:

• Provide and improve our services
• Generate anonymized and aggregated statistics
• Monitor service functionality and performance
• Enforce these Terms and Conditions
• Comply with applicable laws and regulations

4.3 Data Restrictions

You agree not to upload or provide any Client Data that:

• Infringes on any third-party rights
• Contains personally identifiable information about individuals who have not consented to such use
• Violates any applicable laws or regulations
• Contains malicious code, viruses, or harmful components

5. Data Security and Privacy

Our data security and privacy practices are detailed in our Privacy Policy, which is incorporated by reference into these Terms and Conditions.

5.1 Data Segregation

We maintain strict data segregation between clients. Your Client Data will not be shared with other clients unless you explicitly authorize such sharing.

5.2 Security Measures

We implement reasonable technical, administrative, and physical safeguards designed to protect your Client Data from unauthorized access, use, or disclosure.

5.3 Security Incident Notification

We will notify you without undue delay if we become aware of any security incident that affects your Client Data, in accordance with applicable laws and regulations.

6. Intellectual Property

6.1 Datarly IP

All rights, title, and interest in and to the services, including all intellectual property rights, remain with Datarly and our licensors. These Terms and Conditions do not transfer any Datarly or third-party intellectual property to you.

6.2 License to Use Services

We grant you a limited, non-exclusive, non-transferable, revocable license to use our services for your internal business purposes during the term of your service agreement.

6.3 Feedback

If you provide suggestions, recommendations, or feedback about our services, we may use this information without restriction or compensation to you.

6.4 Restrictions

You may not:

• Modify, adapt, or hack our services
• Reverse engineer our software or algorithms
• Remove or modify any proprietary markings
• Create derivative works based on our services
• Use our services to develop a competing product or service

7. Disclaimers and Limitations of Liability

7.1 Service Availability

While we strive for high availability, we do not guarantee that our services will be uninterrupted, timely, secure, or error-free. We may perform maintenance that could affect service availability.

7.2 No Investment Advice

Our services provide data analysis and insights but do not constitute investment advice. Any investment or business decisions made based on our services are at your own risk.

7.3 Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

7.4 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL DATARLY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES.

7.5 Cap on Liability

OUR TOTAL LIABILITY FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE SERVICES DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

8. Term and Termination

8.1 Term

These Terms and Conditions remain in effect until your service agreement expires or is terminated.

8.2 Termination by Client

You may terminate your service agreement according to the cancellation terms specified in that agreement. Typically, this requires written notice within a specified period before the end of your current subscription term.

8.3 Termination by Datarly

We may terminate your access to our services immediately if:

• You breach any provision of these Terms and Conditions
• Your account shows signs of fraudulent or suspicious activity
• You fail to pay applicable fees when due
• Your use of the services violates applicable laws

8.4 Effect of Termination

Upon termination:

• Your access to the services will cease immediately
• All outstanding fees become immediately due and payable
• We will provide you with a final export of your data (upon request)
• All confidentiality obligations survive termination

9. Governing Law and Dispute Resolution

9.1 Governing Law

These Terms and Conditions are governed by and construed in accordance with the laws of the State of Florida, United States, without regard to conflict of law principles.

9.2 Jurisdiction

Any disputes arising from these Terms and Conditions shall be subject to the exclusive jurisdiction of the courts located in Miami-Dade County, Florida.

9.3 Dispute Resolution Process

Before pursuing formal legal action, both parties agree to attempt resolution through:

• Direct negotiation in good faith for 30 days
• Mediation through a mutually agreed mediator if negotiation fails
• Binding arbitration if mediation is unsuccessful

Note: Datarly is headquartered and operates from Argentina. However, these Terms and Conditions are governed by the laws of the State of Florida, United States, as agreed with our clients. By using our services, you acknowledge and consent to the processing of your data in Argentina.

10. Acceptable Use Policy

You agree to use our services only for lawful purposes and in accordance with this Acceptable Use Policy. You agree not to use the services:

• To violate any applicable local, state, national, or international law
• To transmit or store illegal, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable material
• To impersonate any person or entity or falsely state or misrepresent your affiliation with a person or entity
• To interfere with or disrupt the services or servers or networks connected to the services
• To attempt to gain unauthorized access to any portion of the services or any other systems or networks
• To use the services for any commercial purpose not expressly permitted by your service agreement
• To reverse engineer, decompile, or disassemble any portion of the services

11. Service Level Agreement

11.1 Uptime Commitment

We strive to maintain 99.5% uptime for our core services, measured monthly, excluding scheduled maintenance windows.

11.2 Data Processing Times

Standard data processing times are:

• Initial data integration: 15-30 minutes for standard datasets
• Report generation: 2-5 business days for complex analyses
• Data updates: Within 24 hours of submission

11.3 Support Response Times

• Critical issues: Within 4 hours during business hours
• General inquiries: Within 24 hours during business days
• Feature requests: Acknowledgment within 48 hours

12. Updates and Modifications

12.1 Service Updates

We regularly update and improve our services. We will provide advance notice of significant changes that may affect your use of the services.

12.2 Terms Updates

We may update these Terms and Conditions from time to time. Material changes will be communicated to you via email and/or prominent notice on our platform at least 30 days before taking effect.

12.3 Continued Use

Your continued use of the services after any modifications constitutes acceptance of the updated Terms and Conditions.

13. Force Majeure

Neither party shall be liable for any failure to perform its obligations under these Terms and Conditions if such failure results from circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, government actions, or internet service provider failures.

14. Severability and Waiver

14.1 Severability

If any provision of these Terms and Conditions is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the remaining provisions remain in full force and effect.

14.2 Waiver

No waiver of any term or condition of these Terms and Conditions shall be deemed a further or continuing waiver of such term or condition or any other term or condition.

15. Contact Information