Terms and Conditions

RealPage Vendor Compliance LLC dba RealPage Vendor Credentialing (formerly known as Compliance Depot), a Delaware limited liability company (“RealPage Vendor Credentialing”) provides vendor compliance management services to companies (“Clients” and each a “Client”) that have a need for management of vendor compliance and related documents. The vendor compliance management services provided to Clients include, without limitation, vendor corporate status verification; vendor insurance verification and certificate management; professional license verification; management of vendor W9 documentation; investigation of vendor business, financial information; vendor bankruptcy, lien and judgment checks; better business bureau searches; Government Watch List verification and OFAC compliance checks; and personal background checks on principals of evaluated vendors, when specifically requested.

RealPage Vendor Credentialing allows you (referred to herein as “You” or the “User”), to access and use this website in order to facilitate your compliance with the vendor compliance management program of RealPage Vendor Credentialing Clients and to allow you to, among other things, provide information about your business such as insurance coverage and certificates, W9 and other information required by RealPage Vendor Credentialing Clients and track your status as an enrolled vendor with RealPage Vendor Credentialing Clients (the “RealPage Vendor Credentialing Program”).

RealPage Vendor Credentialing offers access to this website and the services provided herein to You, the User, based on Your agreement to the following terms without any modification. By registering with RealPage Vendor Credentialing as a vendor and checking the “I Agree” box, You agree to be bound by the following terms and conditions (“Terms and Conditions”). These Terms and Conditions are subject to change at any time. RealPage Vendor Credentialing will post any changes to these Terms and Conditions on the vendor login page. Changes will not apply retroactively and will become effective 14 days after they are posted, or upon your checking the “I Agree” box associated with such updated Terms and Conditions, whichever is earlier.

Term

These Terms and Conditions shall be effective as of the date and time you check the “I Agree” box (the “Effective Date”). These Terms and Conditions and any subsequent amendments shall thereafter continue for as long as you are registered for any RealPage Vendor Credentialing Client

Registration and Payment

You agree to register for each RealPage Vendor Credentialing Client for whom you perform services or to whom you provide any goods. You agree that upon Your registration for such Client, You will pay the annual fee (the “Annual Registration Fee”) specified by RealPage Vendor Credentialing for such registration. You agree that upon the date which is one (1) year after your initial registration for each Client and every one (1) year period thereafter (each, an “Anniversary Date”), your registration will automatically renew and You will pay the Annual Registration Fee on each Anniversary Date, unless and until you provide RealPage Vendor Credentialing with thirty (30) days prior written notice of your desire to terminate your registration at cancellations@compliancedepot.com. If You have provided your credit card information, You hereby authorize RealPage Vendor Credentialing to charge your credit card for the Annual Registration Fee and to charge the Annual Registration Fee to such credit card automatically three days prior to each Anniversary Date. If RealPage Vendor Credentialing does not automatically charge your credit card, you agree to pay the Annual Registration Fee within thirty (30) days of receipt of a renewal notice. RealPage Vendor Credentialing may change the Annual Registration Fee at any time prior to the Anniversary Date upon notice to You.

User Names and Passwords

You have been assigned a User ID and password by RealPage Vendor Credentialing, which allows you to access the RealPage Vendor Credentialing website. You agree that once you have entered the website using your assigned User ID and password, You will change Your password and will not share Your User ID or password with any other person. You agree to notify RealPage Vendor Credentialing if you have any reason to believe that Your User ID or password has been compromised or used by any other person.

Content

By submitting information about You, Your business and/or any principals of Your business, submitting documents, data or other materials directly through the website (collectively, “Vendor Data”), You hereby grant to RealPage Vendor Credentialing, its parent, subsidiary and affiliated companies (collectively, “RealPage Vendor Credentialing Entities”) a royalty-free, perpetual, irrevocable, fully transferable, sublicenseable, nonexclusive right and license to use, access, store, copy, modify, display, distribute, reproduce, perform, create derivative works from, and otherwise use and exploit all such Vendor Data for purposes of providing vendor compliance management, purchasing and other services to the RealPage Vendor Credentialing Entities’ clients, in any form, media, software or technology of any kind now existing or developed in the future and the right to sublicense the foregoing rights through multiple tiers without compensation to You. You also agree to indemnify, defend and hold harmless the RealPage Vendor Credentialing Entities from and against any claims or costs, including attorneys’ fees, arising from the use or distribution of the Vendor Data.

Consent to Background Check

You acknowledge and agree that by submitting information about Your business and the principals of Your business, You consent to and have the authority to consent to and agree to RealPage Vendor Credentialing running a background check on Your business and the principals of Your business, which background check may include, without limitation, license verification, business, financial information, bankruptcy, lien and judgment checks, better business bureau searches, Government Watch List and Office of Foreign Assets Control (“OFAC”) compliance checks, and criminal history. You agree that You will only submit information about principals of Your business that have specifically consented to a background check. You agree that any information that You may obtain about Your business or the principals of Your business is not being used or collected by RealPage Vendor Credentialing and will not and is not being used or collected by You, in whole or in part for the purpose of serving as a factor in establishing a consumer's eligibility for (a) credit or insurance to be used primarily for personal, family, or household purposes; (b) employment purposes; or (c) any other purpose authorized under Section 604 [§ 1681b] of the Fair Credit Reporting Act.

Acknowledgement of Role of RealPage Vendor Credentialing

You understand, acknowledge and agree that Clients establish the criteria that You must meet in order to complete the enrollment process with RealPage Vendor Credentialing. RealPage Vendor Credentialing does not establish or determine the criteria. The decision regarding whether or not You comply with a Client’s vendor compliance management program and the decision to use and/or continue to use You as a vendor ultimately rests with the Client. RealPage Vendor Credentialing acts solely as a facilitator of documentation between You and the Client and as an administrative check between the Client’s vendor compliance requirements and the information You provide.

Representations and Warranties

You hereby represent and warrant that: (a) You have all necessary authority, rights and permissions to submit the Vendor Data and grant the licenses described in these Terms and Conditions, (b) the Vendor Data is accurate, current and complete as of the Effective Date, (c) You will promptly submit any changes to Vendor Data to RealPage Vendor Credentialing, (d) the Vendor Data and Your use of the RealPage Vendor Credentialing website shall not infringe or misappropriate any copyright, trademark, trade secret, patent, or other intellectual property right of any third party or violate any other rights of third party, including, without limitation, any rights of privacy or publicity or any contractual rights, (e) the Vendor Data and Your use of the RealPage Vendor Credentialing website shall not violate any applicable law or regulation or cause injury to any person; (f) Your use of the RealPage Vendor Credentialing website shall not violate any agreements between You and a third party and (g) You are authorized to form a binding contract and are not a person barred from receiving any RealPage Vendor Credentialing services or products under the laws of the United States or other applicable jurisdiction.

Indemnification

You agree to indemnify and hold the RealPage Vendor Credentialing Entities, and each of their officers, directors, employees, agents, and contractors harmless from and against any and all claims, costs, demands, damages, liabilities, or expenses, including, without limitation, reasonable attorneys’ fees, arising from or related to: (a) the Vendor Data You provide, (b) Your use of the RealPage Vendor Credentialing website, Your reliance on the content, and Your participation in the vendor compliance management program of Clients, (c) Your breach of these Terms and Conditions, and (d) any actual, prospective, completed or terminated purchase, sale, lease or other transaction between you and a third party, including without limitation, Clients.

Prohibited Activities

The following is a partial list of the kinds of activities that are prohibited on or through the RealPage Vendor Credentialing website: (a) submitting Materials that are patently offensive to the online community, such as content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; (b) engaging in activities or submitting Materials that could be harmful to minors; (c) engaging in activity or submitting Materials that harasses or advocates harassment of another person; (d) engaging in activity that involves the transmission of “junk mail” or unsolicited mass mailing or “spam” or harvesting or otherwise collecting personally identifiable information about Users, including names, phone numbers, addresses, email addresses, (collectively, “User Data”) without their consent; (e) engaging in activity, or submitting Materials, or promoting information that is false, misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; (f) submitting Materials that contain restricted or password only access pages, or hidden pages or images; (g) submitting Materials that display pornographic or sexually explicit material of any kind; (h) submitting Materials that provide instructional information about illegal activities such as making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses; (i) submitting Materials that contain viruses, Trojan horses, worms, or any other similar forms of malware, (j) engaging in activities or submitting Materials that solicit passwords or personally identifiable information for unlawful purposes from other users; (k) engaging in unauthorized commercial activities and/or sales such as advertising, solicitations, contests, sweepstakes, barter, and pyramid schemes; (l) using any robot, spider, other automatic device, or manual process to monitor, copy, or “scrape” web pages or the content contained in the RealPage Vendor Credentialing Client Portal or for any other purpose; (m) using any device, software, or routine to interfere or attempt to interfere with the proper working of the RealPage Vendor Credentialing Client Portal; (n) decompiling, reverse engineering, or disassembling the software or attempting to do so; or (o) taking any action that imposes an unreasonable or disproportionately large load on the RealPage Vendor Credentialing Client Portal or any RealPage Vendor Credentialing Entities’ hardware and software infrastructure or that of any licensors or suppliers of RealPage Vendor Credentialing Entities. In addition, You covenant and represent that You will not use the RealPage Vendor Credentialing Client Portal for any purpose other than those that are noncommercial and personal in your role for a RealPage Vendor Credentialing client, nor will You use the RealPage Vendor Credentialing Client Portal in violation of the law or these Terms of Use.

Use of third party services

As a part of our service, RealPage Vendor Credentialing may offer links to web sites operated by various third parties. You agree that RealPage Vendor Credentialing is not responsible or liable for any acts or omissions created or performed by these third parties. RealPage Vendor Credentialing provides such links for your convenience and reference only. RealPage Vendor Credentialing does not operate or control in any way any information, software, products or services available on such web sites. RealPage Vendor Credentialing’s inclusion of a link to a web site does not imply any endorsement of the services or the site, its contents, or its sponsoring organization.

Confidentiality

In the course of using the RealPage Vendor Credentialing website and/or enrolling with RealPage Vendor Credentialing, You may have access to business and technical information which the RealPage Vendor Credentialing Entities treat as confidential in the ordinary course of their operations (“Confidential Information”). Confidential Information will include, but not be limited to, the configurations, programming, computer code, software, trade secrets, formulas, methods, know how, processes, designs, graphics, user interfaces, techniques, documentation regarding the operation of any website, as well as all content and data, the form and substance of these Terms of Use, pricing and discounts, as well as all written or printed information clearly identified in writing as being confidential at the time of disclosure.

Unless required by law or permitted hereunder, You agree not to use the Confidential Information of the RealPage Vendor Credentialing Entities outside the scope of these Terms of Use or make any Confidential Information available to any third party. You agree to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed in breach of these Terms of Use.

Changes

RealPage Vendor Credentialing reserves the right with or without notice to You at any time to change, modify or discontinue any service or a portion or attribute thereof, or the offering of any information, good, content, product or service through the RealPage Vendor Credentialing website. The RealPage Vendor Credentialing Entities shall have no liability to any User or any third party should RealPage Vendor Credentialing modify or discontinue the RealPage Vendor Credentialing website or the information and/or services provided thereby.

Obligations of Individuals Using the RealPage Vendor Credentialing Website

By completing your registration with RealPage Vendor Credentialing and by receiving and with each use of Your User ID and Password, You agree that:

You are of legal age and are capable of forming a legally binding contract;
You are a sole proprietor, or the owner or other principal of a vendor that is enrolling in the RealPage Vendor Credentialing vendor management program and you have the authority to sign on behalf of and bind such vendor; and
You agree to be contacted via Email and other means by the RealPage Vendor Credentialing Entities, and third parties, if relevant, regarding the RealPage Vendor Credentialing Entities services.

TERMINATION

RealPage Vendor Credentialing reserves the right in its sole discretion, and without any prior notice, to terminate Your access to the RealPage Vendor Credentialing website for any reason, including a breach of these Terms of Use, the terms and conditions of any service for which You may have registered, or a violation of the rights of another User or the law.

Copyright

It is the policy of RealPage, Inc., RealPage Vendor Credentialing’s parent company, to respond to all claims of intellectual property infringement. We will promptly investigate notices of alleged infringement and will take appropriate actions required under the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2) (”DMCA”) and other applicable intellectual property laws.

Pursuant to the DMCA, notifications of claimed copyright infringement should be sent to a Service Provider’s Designated Agent. Notification must be submitted to the following Designated Agent for these sites:

RealPage, Inc.
Attn: Chief Legal Officer
2201 Lakeside Blvd.

Richardson, TX 75082
USA
Phone: (972) 820-3000

To be effective, the notification must be a written communication that includes the following:

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;
Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted;
A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law;
A statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

DISCLAIMERS AND LIMITATIONS

RealPage Vendor Credentialing intends that the information contained on the RealPage Vendor Credentialing website be accurate and reliable; however, errors sometimes occur. In addition, RealPage Vendor Credentialing may make changes and improvements to the information provided at any time. Accordingly, RealPage Vendor Credentialing does not guarantee the accuracy of any information available on the RealPage Vendor Credentialing website, and is not responsible for any errors, omissions, or misrepresentations.

THE REALPAGE VENDOR CREDENTIALING WEBSITE AND THE INFORMATION, SOFTWARE, PRODUCTS AND SERVICES ASSOCIATED WITH IT ARE PROVIDED “AS IS.” THE REALPAGE VENDOR CREDENTIALING ENTITIES AND/OR THEIR SUPPLIERS DISCLAIM ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO THE REALPAGE VENDOR CREDENTIALING WEBSITE AND ANY INFORMATION, SOFTWARE, PRODUCTS AND SERVICES PROVIDED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. USE OF THE REALPAGE VENDOR CREDENTIALING WEBSITE IS AT YOUR OWN RISK. THE REALPAGE VENDOR CREDENTIALING ENTITIES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR OTHER INJURY ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE REALPAGE VENDOR CREDENTIALING WEBSITE OR WITH THE DELAY OR INABILITY TO USE THE REALPAGE VENDOR CREDENTIALING WEBSITE, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS AND SERVICES OBTAINED THROUGH THE REALPAGE VENDOR CREDENTIALING WEBSITE, OR OTHERWISE ARISING OUT OF THE USE OF THE REALPAGE VENDOR CREDENTIALING WEBSITE OR SERVICES, WHETHER RESULTING IN WHOLE OR IN PART, FROM BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF ANY REALPAGE VENDOR CREDENTIALING ENTITY HAD BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL ANY REALPAGE VENDOR CREDENTIALING ENTITY’S LIABILITY TO YOU EXCEED THE AMOUNT YOU HAVE PAID TO REALPAGE VENDOR CREDENTIALING.

OTHER TERMS

You agree that: (i) the RealPage Vendor Credentialing website shall be deemed solely based in Texas; and (ii) the RealPage Vendor Credentialing website shall be deemed a passive website that does not give rise to personal jurisdiction over RealPage Vendor Credentialing, either specific or general, in jurisdictions other than Texas. These Terms and Conditions shall be subject to and construed in accordance with the laws of the State of Texas, without respect to its conflict of laws principles. Any claim or dispute between You and RealPage Vendor Credentialing that arises in whole or in part from the RealPage Vendor Credentialing website shall be decided exclusively by a court of competent jurisdiction located in Dallas County, Texas. These Terms and Conditions, together with any other legal notices published by RealPage Vendor Credentialing on the RealPage Vendor Credentialing website, shall constitute the entire agreement between You and RealPage Vendor Credentialing concerning the RealPage Vendor Credentialing website. If any part of these Terms and Conditions are determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, 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 shall continue in effect. No waiver of any term of this these Terms and Conditions shall be deemed a further or continuing waiver of such term or any other term, and RealPage Vendor Credentialing’s failure to assert any right or provision under these Terms and Conditions shall not constitute a waiver of such right or provision. RealPage Vendor Credentialing reserves the right to amend these Terms and Conditions at any time upon thirty (30) days prior written notice. Unless You notify RealPage Vendor Credentialing prior to the effective date of such changes, You will be deemed to have consented to and accepted the revised terms. YOU AND REALPAGE VENDOR CREDENTIALING AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE REALPAGE VENDOR CREDENTIALING WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. You agree that the terms included in the sections titled “Content”, “Indemnification”, “Confidentiality”, “Copyright”, “Disclaimers and Limitations” and this “Other Terms” section, shall survive any termination of these Terms and Conditions. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. All rights not expressly granted herein are reserved.

IF YOU DO NOT AGREE TO THE TERMS STATED ABOVE OR TO ANY CHANGES MADE IN THESE TERMS, PLEASE EXIT THE REALPAGE VENDOR CREDENTIALING WEBSITE IMMEDIATELY AND CEASE USING YOUR USER ID AND PASSWORD.