Last Updated: October 31, 2023
If you subscribe to APM or APM PLUS, then you may elect to apply for our payments services, as more fully described below (the “Payments Services”). If you apply for the Payments Services, you are responsible for completing and submitting an initial written application and supporting documentation about your business and financial status. We will rely upon the validity, accuracy and completeness of the information in your application and supporting documentation in determining, in our sole discretion, (i) if you meet our then-current underwriting criteria; and (ii) the credit and account processing standards and limits that will apply to your use of the Payments Services.
If your application is approved, your use of the Payments Services is governed by the Terms of Service, the terms and conditions set forth below (the “Payments Terms”), and the policies and guidelines we make available to you from time to time. Capitalized terms used but not otherwise defined below shall have the meaning given in the Terms of Service. The Payments Terms and Terms of Service are intended to be read and work together; however, in the event of any irreconcilable conflict between the Payments Terms and the Terms of Service, the Payments Terms shall prevail.
Subsequent to your initial acceptance and provision of the Payments Services, we may from time to time request you to provide updated information and supporting documentation to confirm your then-current business and financial status, which you shall deliver to us within three (3) business days of our request. In addition, you certify that you will keep any such information up to date within the AppFolio Services. Any failure to provide such information and supporting documentation within a timely manner or failure to satisfy our then-current underwriting criteria (as determined in our sole discretion) will be deemed a material breach of the Payments Terms and result in the termination of your right to use the Payments Services.
1\. Card Payment Services
AppFolio’s Card Payment services are powered by two separate card processing partners: (i) Wells Fargo Bank; and (ii) Worldpay, LLC. Your use of the Card Payment Services will be governed by the applicable processing terms below, and such applicability shall be determined by the card processor that processed the relevant transaction. AppFolio, in its sole discretion, may choose which processor shall process your card transactions.
Wells Fargo Bank Card Processing Terms
1a.1 Verification
We will require you to provide information to verify your identity, or the identity of any ultimate beneficial owner of a bank account you have onboarded to the AppFolio Payments Services (“UBO”), as a condition of providing you with access to the credit and debit card payment processing services (the “Card Services”). Such information may include a government-issued identification, such as a passport or driver’s license, a business license, employer identification number (EIN), a valid U.S. credit card, a verified U.S. bank account, or other financial or personal information. We may make, directly or through third parties, any inquiries we consider necessary to validate information that you provide to us. We may also ask for permission to inspect your business location. If you refuse any of these requests or provide inaccurate, untrue, or incomplete information, we may suspend or terminate your use of the Card Services in our sole discretion. By accepting the Payments Terms, you specifically (i) certify that you have the authority to authorize us to request identity verifying information about you, or a UBO; (ii) authorize us to request identity verifying information about you, or a UBO, from third parties, including a consumer report that contains your name and address, background, credit, or banking information, as necessary; (iii) and certify you will keep such information up to date with the AppFolio Services. You agree that we are permitted to contact and share information about you, a UBO, and your AppFolio account with Wells Fargo Bank (“Bank”), who serves as the sponsoring bank in connection with the Card Services, and other financial institutions. This includes sharing information (a) about transactions for regulatory or compliance purposes, (b) for use in connection with the management and maintenance of the service, (c) to create and update our/and or their customer records about you or a UBO and to assist us and/or them in better serving you, and (d) to conduct our risk management process.
1a.2 Acceptable Cards
The Card Services allow you to accept payments initiated with eligible credit and debit cards bearing the trademarks of Mastercard International Incorporated (“Mastercard”), DFS Services LLC (“DFS”) and Visa U.S.A., Inc. (“Visa” and together with Mastercard and DFS, the “Card Brands”). We may remove or add cards that are accepted via the Card Services at any time without prior notice.
1a.3 Our Limited Role
In connection with the Card Services, we merely collect and relay information and do not receive, take possession or custody of, or otherwise hold any funds on behalf of any third parties. We are a registered Independent Sales Organization of Bank.
1a.4 Appointment of Bank and AppFolio as Your Agent
By accepting the Payments Terms, you hereby appoint Bank and AppFolio as your agent in connection with the Card Services for the limited purpose of processing amounts received (“Payments”) from users paying via the Card Services (“Payors”) on your behalf as payment for goods and/or services provided by you and transmitting such Payments to you. The foregoing agency appointment will remain in full force and effect while you use the Card Services. You agree that receipt of Payors’ Payments by AppFolio or Bank in connection with the Card Services pursuant to the Payments Terms constitutes receipt of Payments by you and therefore satisfies Payors’ respective payment obligations to you as if the Payors paid you directly, even if Payors’ Payments are never transmitted to you. Accordingly, you agree not to seek Payments from Payors in the event that you do not receive Payors’ Payments in connection with the Card Services.
If you use the Card Services to accept Payments owed to other individuals or entities for which you provide property management services (“Payees”), you represent and warrant that you have all requisite power, authorization, and authority to, among other things, (a) appoint AppFolio and Bank as each Payee’s agent for the limited purpose of processing Payors’ Payments on behalf of each Payee as payment for goods and/or services provided by the Payee and transmitting such Payments to you or the Payee; and (b) agree, on behalf of each Payee, that receipt of Payors’ Payments by AppFolio or Bank on the Payee’s behalf constitutes receipt of Payors’ Payments by the Payee and satisfies Payors’ respective payment obligations to the Payee as if the Payors paid the Payee directly, even if Payors’ Payments are never transmitted to you or the Payee.
Notwithstanding the foregoing, and for clarity, where a Payor itself disputes a payment previously made and prevails (i.e., a chargeback is permitted), you agree we do not have any obligation to take further action for you, unless otherwise required by applicable law or Card Brand Rules (as defined below).
1a.5 Restricted Use
You may use the Card Services only in accordance with, and subject to, the Payments Terms. You must comply with all applicable laws, rules, and regulations (“Applicable Law”), including, but not limited to, those applicable to your use of the Card Services. You may not act as a payment intermediary, aggregator or service bureau or otherwise resell the Card Services or use the Card Services to handle, process or transmit funds for any third party, except as expressly permitted by the Payments Terms. You also may not use the Card Services to process cash advances.
1a.6 Prohibited Transactions
You acknowledge and agree that you will not use the Card Services to accept Payments in connection with the following businesses or business activities (collectively, “Prohibited Transactions”), which we may revise from time to time: (i) adult products or services, such as adult book stores, video stores, toys; adult websites and content; adult entertainment (misc.); any products on the Internet containing graphic or nude content; audio (phone sex and adult phone conversations); companion/escort services; dating services (sexually-oriented); dating/matchmaking services/apps (non-sexually oriented); fetish products; illegal activity (e.g., child pornography, bestiality); massage parlors (sexually-oriented); membership, clubs, subscriptions; prostitution; gentleman’s clubs, topless bars, and strip clubs; and video (web-based sexually oriented video), (ii) airlines (including travel or freight related entities that own or lease aircrafts to facilitate transportation of passengers and/or cargo), (iii) bail bonds, (iv) bankruptcy lawyers, (v) bidding fee auctions (a/k/a penny auctions), (vi) business/investment opportunities operating as “get-rich-quick schemes” (e.g., real estate purchase with no money down), (vii) businesses physically located outside the U.S. (off shore acquiring), (viii) businesses selling age or legally restricted products or services (e.g., sale of alcohol) (ix) cell phones/pagers (billing for services only), (x) centralized reservation services, (xi) chain letters, (xii) charities without 501(c)(3) or equivalent status, (xiii) collection agencies or firms involved in recovering/collecting past due receivables, (xiv) counterfeit goods/replicas (e.g., knock-offs, imitations, bootlegs), (xv) credit repair/restoration or card protection (including identity theft protection), (xvi) cruise lines (including travel related entities that own or lease ships to facilitate transportation of passengers), (xvii) data pass (merchants up-selling or cross-selling products of other merchants and then sharing the cardholder data with the third party or receiving cardholder data from third parties), (xviii) debt consolidation and mortgage reduction/consulting services, (xix) decryption and descrambler products including mod chips, (xx) door-to-door sales, (xxi) drug paraphernalia, (xxii) embassy, foreign consulate, or other foreign government, (xxiii) essay mills/paper mills (i.e., ghost writing services that sell essays, term papers, etc. with the intent that the purchasers will submit documentation as their own), (xxiv) extended warranties, (xxv) fake references and other services/products that foster deception (including fake IDs and government documents), (xxvi) file sharing services, (xxvii) fortune tellers, (xxviii) gambling involving: legal gambling where the cardholder is not present when the bet is made, lotteries, illegal gambling, including unlicensed/legal Internet gambling, sports forecasting or odds making, games of chance (includes sweepstakes or raffles), (xxix) government grants, (xxx) illegal drugs, substances designed to mimic illegal drugs, and/or other psychoactive products (e.g., K2, salvia divinorum, nitrate inhalers, bath salts, synthetic cannabis, herbal smoking blends, herbal incense, and HCG/HGH-like substances), (xxxi) illegal products/services or any service providing peripheral support of illegal activities, (xxxii) jammers or devices that are designed to block, jam or interfere with cellular and personal communication devices/signals, (xxxiii) mail order spouse and international match-making services, (xxxiv) marijuana, marijuana products, marijuana services and marijuana-related businesses (excluding hemp), (xxxv) medical benefit/discount/subscription packages (not licensed insurance), (xxxvi) membership/subscriptions in excess of one year (i.e., two year, three year, lifetime, etc.) (xxxvii) merchants engaged in activity prohibited by a Card Brand, (xxxviii) merchants engaged in any form of deceptive marketing practices, including, but not limited to: hidden disclosure, bogus claims and endorsements, pre-checked opt out boxes, refund/cancellation avoidance, and poorly disclosed negative options, (xxxix) merchants offering substantial rebates or special incentives (e.g., free gift, prize, sweepstakes, or contest) as an inducement to purchase products/services, (xl) merchants that have ransom-like or extortion-like basis for their business model (e.g., mug shot removal, digital forensic & incident response (DFIR) companies who use the account to accept funds ultimately use to pay ransomware to criminals), (xli) merchants utilizing tactics to evade Card Brand excessive chargeback monitoring programs, (xlii) money service businesses, including: provider or seller of prepaid access/stored value, including both open-loop and closed-loop (closed-loop prepaid access includes gift cards, phone cards, subway cards, college campus cards, game cards and other limited-use prepaid access devices when the value can exceed $2,000) exceeding $2,000; money transmitters; wire transfer; quasi-cash; cash advances (by non-financial institutions); currency exchange or dealer; issuer/seller/redeemer of money orders or traveler’s checks; and check cashers, (xliii) multi-level marketing or pyramid schemes, (xliv) negative response marketing techniques by any type of merchant (i.e., customer is automatically charged if he/she does not return the merchandise at the end of a free trial period), (xlv) nutraceuticals (e.g., acai berry or health-related teas or drinks), (xlvi) unsecured loan/lines originating from non-bank lenders or non-FDIC/NCUA insured banks (including payday loans, short term loans, and title loans), (xlvii) prescription drug sales, (xlviii) products/services that promote hate, violence, harassment or abuse, (xlix) pseudo-pharmaceuticals (e.g., weight-loss, anti-aging, muscle-building, sexual-stimulant supplements, colon cleansers, and detox products), (l) security brokers, (li) shipping/forwarding brokers, (lii) social media “click farms” (i.e., the sale of clicks/likes/reviews/endorsements on social media sites), (liii) telemarketing companies involved with the following methods of operations: offering a free gift, prize, or sweepstakes/contest entry as an inducement to purchase their product or service; inbound telemarketing companies that receive calls as the result of post cards or similar mailings (as opposed to catalog or media advertising); outbound telemarketing for unsolicited services/ products with payment accepted over the phone, mail order/telephone order (e.g., tech support, credit card protection, debt reduction, student loan management, travel-related arrangement services); or selling products/services as an agent for a third party, (liv) third-party payment processors/aggregators/payment service companies (e.g., bill payment service providers, crowdfunding, peer-to-peer payments, digital wallets, commissary accounts) falling outside of Card Brand-approved requirements (Payment Facilitators), (lv) timeshare, vacation clubs/ memberships, (lvi) tobacco products (including cigarettes), (lvii) virtual currency that can be monetized, re-sold or converted to physical/digital goods/services or otherwise exit the virtual world, virtual currency exchangers and administrators for open virtual currencies (direct purchase), and virtual currency related businesses (i.e., enablement of a person to accept, provide, support, invest, and/or facilitate virtual currency products), (lviii) weapons, ammunitions, and firearm parts, Internet/MOTO, (lix) animal and wildlife products classified as endangered or protected, (lx) bearer share entities, (lxi) shell banks, (lxii) hate groups, (lxiii) cannabidiol/CBD related products, services, and businesses, (lxiv) consumer/non-medical facility purchase of human body parts, tissues and/or fluids (e.g., human organs, bone marrow, cornea, eye, skin, fetus, human bonds, human milk, human gametes, excluding hair and teeth), (lxv) third party agents including Independent Sales Organizations or Payment Facilitators, (lxvi) financial trading platforms, funding portals, and other similar investment entities (e.g., security broker/dealers); (lxvii) hemp including growers with USDA Plan and License and manufacturers of hemp-based products (excluding mature stalks and the fiber produced from them, ingestible products made from the seeds of mature stalks, and any compound, manufacture, etc. of mature stalks (except the resin), fiber, oil, cake, or the sterilized seed incapable of germination); (lxviii) marketplaces; (lxix) weapons marketed for hunting, such as crossbows and knives; (lxx) for profit higher eduction; and (lxxi) US government entities (including but not limited to any agency, department, division, board, bureau, or other part of the government of the US or any other political subdivisions, including states, countries, cities, public educational institutions, government-owned healthcare facilities, and/or special purpose districts).
1a.7 Applicable Card Brand Rules
The Card Brands require that you comply with their applicable bylaws, rules, and regulations (“Card Brand Rules”), which are available at:
https://www.mastercard.us/en-us/merchants/get-support/merchant-learning-center.html;
https://usa.visa.com/dam/VCOM/download/about-visa/visa-rules-public.pdf; and
https://www.discovernetwork.com/merchants/index.html.
The Card Brands have the right to amend the Card Brand Rules. We may be required to change the Payments Terms in connection with amendments to the Card Brand Rules.
For clarity, please note that the Card Brand Rules may prohibit you from, among other things as set forth in the respective links above, (a) assessing a surcharge for the use of a card in connection with any transaction, and/or (b) dispensing cash on any card transaction.
1a.8 Account Deposits
Subject to the payout schedule below and the Payments Terms, and once your designated bank account(s) (“Bank Account”) information is verified, Payments actually received by Bank for transactions submitted through the Card Services (less any applicable fees) will be deposited in your Bank Account. Funds for any given transaction will not be deposited until the transaction is deemed complete. Availability of funds deposited in your Bank Account will be determined by the financial institution that holds your Bank Account. You are responsible for monitoring your transactions and ensuring that payments to you in connection with the Card Services are correct. You must notify us of any errors in payments made to you within thirty (30) days of the error first appearing on your electronic transaction history. Failure to notify us of such an error will be deemed a waiver of any right to amounts owed to you.
1a.9 Standard Payout Schedule
Once you validate your Bank Account, a transfer of funds will automatically be initiated to your Bank Account at the end of every business day, if and to the extent you are owed amounts hereunder. Payouts to your Bank Account will normally register within 3-4 business days of when the transaction is initiated.
1a.10 Availability of Funds
Should we need to conduct an investigation or resolve any pending dispute related to your AppFolio database and/or your Bank Account, payout may be deferred or access to your funds may be restricted while we conduct such investigation and for up to 3 business days after. Payout may also be deferred or access to your funds may also be restricted as required by Applicable Law, court order, or Card Brand Rule or if otherwise requested by law enforcement or a governmental entity.
1a.11 Your Account History
When a payment is made to your Bank Account, we will update your AppFolio database and provide you a transaction confirmation. The confirmation will serve as your receipt. Summaries of your account activity, including monthly statements, are available through your AppFolio database. Except as required by Applicable Law, you are solely responsible for (a) compiling and retaining permanent records of all transactions and other data associated with your Bank Account and your use of the Card Services and (b) reconciling all transactional information that is associated with your Bank Account. If you believe that there is an error or unauthorized transaction activity is associated with your Bank Account, you must contact us immediately.
1a.12 Reserve
At any time and from time to time, payments to you may be suspended or delayed and/or we may designate an amount of funds that must be maintained in your Bank Account or in a separate reserve account to secure the performance of your payment obligations for the Card Services (the “Reserve”). We may require a Reserve for any reason, including without limitation, if you have a high rate of chargebacks (as defined below), refunds, or other indications of performance problems related to your use of the Card Services. The Reserve will be in an amount as reasonably determined by us to cover anticipated chargebacks, returns, unshipped merchandise and/or unfulfilled products or services or credit risk based on your processing history or such amount designated by Bank. The Reserve may be raised, reduced or removed at any time by us, in our sole discretion, based on your payment history, a credit review or otherwise as we or Bank may determine or require. If you do not have sufficient funds in your Reserve, the Reserve may be funded from any funding source associated with your AppFolio database, including, but not limited to, any funds (a) deposited by you, (b) due to you under the Payments Terms, or (c) available in your bank account or other payment instrument registered with us. You grant us a security interest in and lien on any and all funds held in any Reserve and also authorize us to make any withdrawals or debits from the Reserve, without prior notice to you, to collect amounts that you owe us under the Payments Terms, including, without limitation, for any reversals of deposits or transfers made to your Bank Account. You will execute any additional documentation required for us to perfect our security interest in any funds in the Reserve. This security interest will survive for as long as we hold funds in your Reserve.
1a.13 Refunds and Returns
By accepting payment card transactions through the Card Services, you agree to process returns of, and provide refunds and adjustments for, your services to your customers through your Bank Account in accordance with the Payments Terms, the Card Brand Rules and Applicable Law. The Card Brand Rules require you to: (a) maintain a fair return, cancellation or adjustment policy; (b) disclose your return or cancellation policy to customers at the time of purchase, (c) not give cash refunds to a customer in connection with a card transaction, unless required by law, and (d) not accept cash or any other item of value for preparing a card transaction refund. The amount of the refund/adjustment must include any associated taxes required to be refunded and cannot exceed the amount shown as the total on the original transaction data except by the exact amount required to reimburse the customer for postage that the customer paid to return merchandise. Please be aware, if your refund policy prohibits returns or is unsatisfactory to the cardholder, you may still receive a chargeback relating to such transactions.
1a.14 Your Liability for Chargebacks
The amount of a transaction may be reversed from or charged back to your Bank Account (a “Chargeback”) if the transaction (a) is disputed, (b) is reversed for any reason by the Card Brand, Bank, or a Payor’s or our financial institution, (c) was not authorized or we have any reason to believe that the transaction was not authorized, or (d) is allegedly unlawful, suspicious, or in violation of the Payments Terms.
1a.15 Our Collection Rights for Chargebacks
For any transaction that results in a Chargeback, the Chargeback amount may be withheld in a Reserve. We may deduct the amount of any Chargeback and any associated fees, fines, or penalties assessed by the Card Brand or Bank from your Bank Account (including, without limitation, any Reserve), any proceeds due to you, or other payment instrument registered with us. If you have pending Chargebacks, payouts may be delayed to your Bank Account. Further, if we reasonably believe that a Chargeback is likely with respect to any transaction, the amount of the potential Chargeback may be withheld from payments otherwise due to you under the Payments Terms until such time that: (a) a Chargeback is assessed due to a Payor’s complaint, in which case we will retain the funds; (b) the period of time under Applicable Law by which the Payor may dispute that the transaction has expired; or (c) we determine that a Chargeback on the transaction will not occur. If we are unable to recover funds related to a Chargeback for which you are liable, you will pay us the full amount of the Chargeback immediately upon demand. You agree to pay all costs and expenses, including, without limitation, attorneys’ fees and other legal expenses, incurred by or on behalf of us in connection with the collection of all account deficit balances unpaid by you.
1a.16 Excessive Chargebacks
If we determine that you are incurring an excessive amount of Chargebacks, we may establish controls or conditions governing your AppFolio database, including, without limitation, by (a) establishing new processing fees, (b) creating a reserve in an amount reasonably determined by us to cover anticipated Chargebacks and related fees, (c) delaying payouts, and (d) terminating or suspending your use of the Card Services.
1a.17 Contesting Chargebacks
You agree to assist us when requested, at your expense, to investigate any of your transactions processed through the Card Services. Towards that end, you permit us to share information about a Chargeback with the Payor, the Payor’s financial institution, and your financial institution in order to investigate and/or mediate a Chargeback. We may also share such information with other parties as permitted by Applicable Law or Card Brand Rules. If we decide, in our sole discretion, to contest a Chargeback, we may request additional transaction related information from you. Examples of when we may determine not to contest a Chargeback include (but are not limited to) instances where (i) there is insufficient or incomplete evidence to make a defense, or (ii) the Card Brand Rules preempt a fight. If the Chargeback is contested successfully, we will release the reserved funds to your Bank Account. If a Chargeback dispute is not resolved in your favor by the Card Brand or issuing bank or we choose not to contest the Chargeback, we may recover the Chargeback amount and any associated fees as described in the Payments Terms. You acknowledge that Chargebacks are a risk associated with accepting payment by credit card. You further acknowledge that your failure to assist us in a timely manner where we choose to investigate and/or contest a Chargeback transaction, including, but not limited to, by providing necessary documentation within two (2) days of our request, may result in an irreversible Chargeback. We reserve the right, upon notice to you, to charge a fee for mediating and/or investigating Chargeback disputes.
1a.18 Our Set-off Rights
To the extent permitted by law, we may set off against the amount of any obligation you owe us under the Payments Terms, including, without limitation, any Chargebacks. All fees will be charged at the time we process a transaction and are deducted first from the transferred or collected funds and thereafter from.
1a.19 Our Processing Errors
We will attempt to rectify processing errors that you notify us of or that we discover. If the error resulted in your receipt of less than the correct amount to which you were entitled, your Bank Account will be credited for the difference. If the error results in your receipt of more than the correct amount to which you were entitled, the extra funds will be debited from your Bank Account. Your failure to notify us of a processing error within thirty (30) days of when it first appears on your electronic transaction history will be deemed a waiver of any right to amounts owed to you.
1a.20 Access to Cardholder Data and Card Data Security
If and to the extent you get access to Cardholder Data (as defined below), you shall at all times be compliant with the Payment Card Industry Data Security Standards (PCI DSS) and Applicable Law and shall certify such compliance in accordance with the Card Brand Rules or when asked by AppFolio to do so. You shall also use only PCI-compliant service providers in connection with the storage or transmission of a cardholder’s account number, expiration date, and CVV2 (collectively, the “Cardholder Data”). You must not store CVV2 data at any time. If you receive Cardholder Data in connection with the Card Services, you shall not (i) use the Cardholder Data for any purpose other than for the Card Services, (ii) use the Cardholder Data for any purpose that you know or should know to be fraudulent or in violation of any Card Brand Rules, or (iii) sell, purchase, provide or exchange in any manner or disclose Cardholder Data to anyone other than the Card Brands or in response to a government request.
1a.21 Commercial Entity User Agreement
This Commercial Entity User Agreement (“Commercial Entity Agreement” or “CEA”) is applicable to you if you use the Payments Services to process more than $1,000,000 through any one of Visa, Mastercard, Discover, JCB or Diners Club (the “Cards”) in a 12 month period.
YOU HAVE AGREED TO THE PAYMENTS TERMS, WHICH SET FORTH REQUIREMENTS REGARDING THE CARD SERVICES AND ARE INCORPORATED INTO THIS CEA BY REFERENCE.
BY ACCEPTING THE PAYMENTS TERMS, YOU CONSENT TO BE BOUND BY THIS CEA, WHICH CONSTITUTES A LEGALLY BINDING CONTRACT BETWEEN YOU AND WELLS FARGO BANK, N.A. (“WELLS FARGO”) TO GOVERN THE AUTHORIZATION AND SETTLEMENT OF TRANSACTIONS CONDUCTED BETWEEN YOU AND YOUR CUSTOMERS USING THE CARDS THROUGH THE CARD SERVICES.
Any rights not expressly granted herein are reserved by Wells Fargo. Wells Fargo may terminate provision of credit and debit card processing services provided by Wells Fargo to AppFolio and you in connection with payments made to you through the Card Services and enforce any of the provisions of these Payments Terms that relate to the credit and debit card processing services provided by Wells Fargo. This CEA replaces any other CEA you may have already agreed to with AppFolio and Wells Fargo.
1a.21.1 Purpose. When your customer pays you through the Card Services, he/she has the option of paying you through a funding source offered by AppFolio, including the Cards. Since you may be the recipient of a payment through a Card issued by the Card Brands, the Card Brands require that you enter into a direct contractual relationship with a bank who is a member of the Card Brands. By entering into this CEA, you are fulfilling the Card Brands’ rule of entering into a direct contractual relationship with a member bank, and you are agreeing to comply with the Card Brand Rules as they pertain to the Card payments you receive through the AppFolio Services.
1a.21.2 Card Brand Rules. You agree to comply with all Card Brand Rules as may be applicable to you from time to time. You acknowledge that the Card Brands have established guidelines, merchant monitoring programs and reports to track merchant activity, such as excessive credits and chargebacks, and increased deposit activity. In the event you breach any Card Brand Rule, you may be subject to: (i) incremental chargebacks and/or fees; (ii) settlement delay or withholding; (iii) termination of your AppFolio user agreement and this CEA; or (iv) audit and imposition of fines. You agree to follow all requirements of this CEA in connection with each Card transaction and to comply with all applicable Card Brand Rules.
Without limiting the generality of the foregoing, you shall comply with the following requirements and restrictions:
(a) Deposit Transactions. You agree to accept Card payments through the Card Services only for bona fide transactions between you and your customer for your services or goods. You shall not submit a transaction for the refinance or transfer of an existing obligation that was uncollectible. You acknowledge that, for Card payments, AppFolio may obtain an authorization for transaction amounts prior to completing the transaction. You shall not request or use a cardholder’s information for any purpose other than to support payment for your services or goods.
(b) Minimum or Maximum Thresholds. You agree that you shall not set maximum transaction amounts or impose surcharges as a condition of honoring Card payments. Any minimum transaction amount must not be greater than $10 and can only be applied to cards issued in the United States or United States Territories.
(c) No Surcharges; Taxes. You may not add tax to any transaction unless so permitted by Applicable Law and, in such case, only if included in the transaction amount and not collected separately.
(d) Card Brands’ Marks. You are authorized to use the appropriate Card Brands’ logos or marks on your promotional materials and website (as applicable) only to indicate that Cards are accepted as funding sources for your transactions.
(e) Cash Advances. You shall not disburse or advance any cash to your customers (except as authorized by the Card Brands) or to yourself or any of your representatives, agents, or employees in connection with a transaction, nor shall you accept payment for effecting credits or issuing refunds to your customers.
(f) Discrimination. You agree that you shall not engage in any acceptance practice that discriminates against or discourages the use of Cards in favor of any other card brand.
(g) Access to Cardholder Data and Card Data Security. If and to the extent you get access to Cardholder Data, you shall at all times be compliant with PCI DSS and Applicable Law and shall certify such compliance in accordance with the Card Brand Rules or when asked by AppFolio to do so. You shall also use only PCI-compliant service providers in connection with the storage or transmission of Cardholder Data. You must not store CVV2 data at any time. If you receive Cardholder Data in connection with the Card Services, you shall not (i) use the Cardholder Data for any purpose other than to support Card payments for your services, (ii) use the Cardholder Data for any purpose that you know or should know to be fraudulent or in violation of any Card Brand Rules, (iii) sell, purchase, provide or exchange in any manner or disclose Cardholder Data to anyone other than Wells Fargo or Card Brands (as applicable) or in response to a government request.
(h) AppFolio Customer Identification. You agree to prominently and unequivocally inform your customers of your identity at all points of interaction. You must include the address of your permanent establishment at such points of interaction.
(i) Chargebacks. You shall use all reasonable methods to resolve disputes with your customers. Should a chargeback dispute occur, you shall promptly comply with all requests for information from AppFolio or Wells Fargo. You shall not attempt to recharge a customer for an item that has been charged back, unless the customer has authorized such actions.
(j) Refund Policy. Refund Policy. If you limit refund/exchange terms or other specific conditions for transactions, your policy must be clearly provided to your customers prior to the transaction, as part of the confirmation process, and in accordance with Applicable Law. Proper disclosure would include wording that is prominently displayed and states “NO REFUND” or something substantially similar and includes any special terms, including those required by Applicable Law. You acknowledge that qualifying your refund or exchange terms does not completely eliminate your liability for a refund because consumer protection laws and Card Brand Rules frequently allow the cardholder to still dispute these items.
(k) Compliance with Applicable Laws; Privacy Policy Display. You will not access and/or utilize the Card Services for illegal purposes and will not interfere or disrupt networks connected with the Card Services. You agree to comply with all Applicable Laws, including but not limited to, laws requiring you to display your consumer privacy policy on your website as well as your security method for transmission of payment data.
(l) Limited Acceptance. Pursuant to the Card Brand Rules, you understand that you are allowed to limit your acceptance to either (i) only accept Non-PIN Debit transactions; or (ii) only accept Card transactions; however, by using the Card Services you are electing full acceptance.
(m) Recurring Transactions. If you permit recurring transactions, you must (i) obtain your customer’s consent to periodically charge the customer on a recurring basis for the services or goods purchased; (ii) retain this permission for the duration of the recurring services or goods and in accordance with any Applicable Laws, Card Brand Rules or other applicable rules, and provide it upon request to AppFolio, Wells Fargo or your customer’s Card issuing bank; and (iii) retain written documentation specifying the frequency of the recurring charge, the duration of time during which such charges may be made and the amount or range of amounts that may be charged. You must not submit any recurring transaction after receiving: (i) a cancellation notice from your customer (so long as such notice was timely provided, as determined in accordance with Applicable Law and Card Brand Rules); or (ii) notice from AppFolio, Wells Fargo or any Card Brand that the Card is not to be honored. In your transaction data, you should include an electronic indicator that the transaction is a recurring transaction.
1a.21.3 Payment Instructions. You authorize and instruct Wells Fargo to allow AppFolio to direct all amounts due to you for credit or debit card processing through Wells Fargo. AppFolio will serve as your agent for purposes of directing your proceeds from credit and debit card-funded processing services.
1a.21.4 Term and Termination. This CEA is effective upon the date you electronically agreed to or accepted the Payments Terms or otherwise agreed to this CEA (by “click-through” or otherwise), and shall remain effective so long as you use the Card Services. This CEA will terminate automatically upon any termination or expiration of your subscription to the Card Services, provided that those terms which by their nature are intended to survive termination (including indemnification obligations and limitations of liability) shall survive. This CEA may be terminated by Wells Fargo, at any time, based on (i) a breach of any of your obligations under this CEA or the Payments Terms or (ii) the termination of the payment processing relationship between AppFolio and Wells Fargo. Notwithstanding the above, Wells Fargo and/or AppFolio, at its sole discretion, may terminate this CEA at any time for any reason.
1a.21.5 Indemnification. In addition to your indemnification obligations set forth in the Terms of Service, you agree to indemnify and hold AppFolio and Wells Fargo harmless from and against all losses, liabilities, damages and expenses resulting from and/or arising out of: (a) any breach of any warranty, covenant or agreement or any misrepresentation by you under this CEA; (b) your or your employees’ negligence or willful misconduct in connection with Card-funded transactions or otherwise arising from your provision of services to customers paying for such services through the Cards; (c) any third-party indemnification(s) AppFolio and/or Wells Fargo is obligated to make as a result of your actions (including indemnification of any Card Brand or your customer’s Card issuing bank); or (d) failure to comply with Applicable Law or Card Brand Rules.
1a.21.6 Warranty Disclaimer. WELLS FARGO DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, MADE TO YOU OR ANY OTHER PERSON, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE OF THE SERVICES PROVIDED UNDER THIS CEA TO THE EXTENT PERMITTED BY LAW.
1a.21.7 Limitation of Liability. Notwithstanding anything in this CEA to the contrary, in no event shall the parties hereunder, or their affiliates or any of their respective directors, officers, employees, agents or subcontractors, be liable under any theory of tort, contract, or strict liability or other legal theory for lost profits, lost revenues, lost business opportunities, or exemplary, punitive, special, incidental, indirect or consequential damages, each of which is hereby excluded by agreement of the parties, regardless of whether such damages were foreseeable or whether any party or any entity has been advised of the possibility of such damages. Notwithstanding anything in this CEA to the contrary, in no event shall Wells Fargo be liable or responsible for any delays or errors in Wells Fargo’s performance of the services caused by Wells Fargo’s service providers or other parties or events outside of Wells Fargo’s reasonable control, including AppFolio. Notwithstanding anything in this CEA to the contrary, AppFolio’s and Wells Fargo’s cumulative liability for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including those arising out of or related to this CEA) and regardless of the form of action or legal theory and whether or not arising in contract or tort shall not exceed the fees paid to Wells Fargo under this CEA (net of Card Brand fees, third-party fees, interchange, assessments, penalties and fines) for the six (6) months prior to the time the liability arose, such amount not to exceed ten thousand dollars ($10,000).
The foregoing sentence shall not exclude or limit any liability of any party for death or personal injury caused by negligence or fraud, deceit or fraudulent misrepresentation, howsoever caused.
1a.21.8 Governing Law; Arbitration. This CEA shall be governed by and construed in accordance with the laws of the State of California. Any dispute with respect to this CEA between you and Wells Fargo, including a dispute as to the validity or existence of this CEA and/or this clause, shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association. Venue for any such arbitration shall be Santa Barbara County, California.
1a.21.9 Assignment; Amendments. This CEA may only be assigned in connection with a permitted assignment under the Payments Terms. Wells Fargo may assign its rights under this CEA without your consent. This CEA may be amended by you only upon mutual written agreement with Wells Fargo. Wells Fargo may amend this CEA at any time via AppFolio posting a revised version on the AppFolio website(s). The revised version will be effective at the time AppFolio posts it. In addition, if the revised version includes a substantial change, to the extent required by Applicable Law, Wells Fargo will provide you with 30 days’ prior notice of such change via AppFolio posting a notice on the AppFolio website(s). After such a notice is posted, you will be considered as having expressly consented to all changes to the CEA if you continue to use the Card Services. For the purpose of this CEA, a “substantial change” will be any change that involves a reduction to your rights or increases your responsibilities.
1a.21.10 Waiver. The failure of a party to assert any of its rights under this CEA, including the right to terminate this CEA in the event of a breach or default by the other party, will not be deemed to constitute a waiver by that party of its right to enforce each and every provision of this CEA in accordance with its terms.
1a.21.11 Relationship Between the Parties. No agency, partnership, joint venture or employment relationship is created between AppFolio’s customer and Wells Fargo by way of this CEA. In the performance of their respective obligations hereunder, the parties are, and will be, independent contractors. Except to the extent that AppFolio has been appointed as an agent of its customer, no party will bind, or attempt to bind, the other party to any contract or the performance of any obligation, and no party will represent to any third party that it has any right to enter into any binding obligation on the other party’s behalf.
1a.21.12 Severability. Whenever possible, each provision of this CEA will be interpreted in such a manner as to be effective and valid under Applicable Law, but if any provision hereof will be prohibited by or determined to be invalid by a court of competent jurisdiction, such provision will be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this CEA.
Worldpay, LLC Card Processing Terms
1b.1 Verification
We will require you to provide information to verify your identity, or the identity of any ultimate beneficial owner of a bank account you have onboarded to the AppFolio Payments Services (“UBO”), as a condition of providing you with access to the credit and debit card payment processing services (the “Card Services”). Such information may include a government-issued identification, such as a passport or driver’s license, a business license, employer identification number (EIN), a valid U.S. credit card, a verified U.S. bank account, or other financial or personal information. We may make, directly or through third parties, any inquiries we consider necessary to validate information that you provide to us. We may also ask for permission to inspect your business location. If you refuse any of these requests or provide inaccurate, untrue, or incomplete information, we may suspend or terminate your use of the Card Services in our sole discretion. By accepting the Payments Terms, you specifically (i) certify that you have the authority to authorize us to request identity verifying information about you, or a UBO; (ii) authorize us to request identity verifying information about you from third parties, including a consumer report that contains your name and address, background, credit, or banking information, as necessary; (iii) and certify you will keep such information up to date with the AppFolio Services. You agree that we are permitted to contact and share information about you, or a UBO, your AppFolio account, and all other information obtained under the Payments Terms with Worldpay, LLC (“Processor”), located at 8500 Governors Hill Drive, Symmes Township, OH 45249-1384, who serves as the payment processor in connection with the Card Services, and other financial institutions, including Card Brands. This includes sharing information (a) about transactions for regulatory or compliance purposes, (b) for use in connection with the management and maintenance of the service, (c) to create and update our/and or their customer records about you and to assist us and/or them in better serving you, and (d) to conduct our risk management process.
1b.2 Acceptable Cards
The Card Services allow you to accept payments initiated with eligible credit and debit cards bearing the trademarks of Mastercard International Incorporated (“Mastercard”), DFS Services LLC (“DFS”) and Visa U.S.A., Inc. (“Visa” and together with Mastercard and DFS, the “Card Brands”). We may remove or add cards that are accepted via the Card Services at any time without prior notice.
1b.3 Our Limited Role
In connection with the Card Services, we merely collect and relay information and do not receive, take possession or custody of, or otherwise hold any funds on behalf of any third parties. We are a registered payment facilitator and a party to the Payments Terms on behalf of, and as an agent of, Processor.
1b.4 Appointment of Processor and AppFolio as Your Agent
By accepting the Payments Terms, you hereby appoint Processor and AppFolio as your agent in connection with the Card Services for the limited purpose of processing amounts received (“Payments”) from users paying via the Card Services (“Payors”) on your behalf as payment for goods and/or services provided by you and transmitting such Payments to you, as well as to initiate credit and debit ACH entries to the receiving entity’s bank account. The foregoing agency appointment will remain in full force and effect while you use the Card Services. You agree that receipt of Payors’ Payments by AppFolio or Processor in connection with the Card Services pursuant to the Payments Terms constitutes receipt of Payments by you and therefore satisfies Payors’ respective payment obligations to you as if the Payors paid you directly, even if Payors’ Payments are never transmitted to you. Accordingly, you agree not to seek Payments from Payors in the event that you do not receive Payors’ Payments in connection with the Card Services.
If you use the Card Services to accept Payments owed to other individuals or entities for which you provide property management services (“Payees”), you represent and warrant that you have all requisite power, authorization, and authority to, among other things, (a) appoint AppFolio and Processor as each Payee’s agent for the limited purpose of processing Payors’ Payments on behalf of each Payee as payment for goods and/or services provided by the Payee and transmitting such Payments to you or the Payee; and (b) agree, on behalf of each Payee, that receipt of Payors’ Payments by AppFolio or Processor on the Payee’s behalf constitutes receipt of Payors’ Payments by the Payee and satisfies Payors’ respective payment obligations to the Payee as if the Payors paid the Payee directly, even if Payors’ Payments are never transmitted to you or the Payee.
Notwithstanding the foregoing, and for clarity, where a Payor itself disputes a payment previously made and prevails (i.e., a chargeback is permitted), you agree we do not have any obligation to take further action for you, unless otherwise required by applicable law or Card Brand Rules (as defined below).
1b.5 Restricted Use
You may use the Card Services only in accordance with, and subject to, the Payments Terms. You must comply with all applicable laws, rules, and regulations (“Applicable Law”), including, but not limited to, Card Brand Rules (as defined in Section 1.7) and those applicable to your use of the Card Services. You may not act as a payment intermediary, aggregator or service bureau or otherwise resell the Card Services or use the Card Services to handle, process or transmit funds for any third party, except as expressly permitted by the Payments Terms. You also may not use the Card Services to process cash advances. You may not discriminate against cards or issuers (e.g., limited acceptance options) except in full compliance with the Applicable Law.
1b.6 Prohibited Transactions
You acknowledge and agree that you will not use the Card Services to accept Payments in connection with the following businesses or business activities (collectively, “Prohibited Transactions”), which we may revise from time to time: (i) adult products or services, such as adult book stores, video stores, toys; adult websites and content; adult entertainment (misc.); any products on the Internet containing graphic or nude content; audio (phone sex and adult phone conversations); companion/escort services; dating services (sexually-oriented); fetish products; illegal activity (e.g., child pornography, bestiality); massage parlors (sexually-oriented); discount membership, clubs, subscriptions, Coupon merchants or Online Sites; prostitution; gentleman’s clubs, topless bars, and strip clubs; video (web-based sexually oriented video); brand or reputational damaging activities, potential or otherwise, including occult; and merchants that may include MCC’s 5967, 7273, and 7841, (ii) airlines including Charter Airlines, (iii) animal and wildlife products classified as endangered or protected, (iv) any merchant accepting a Card as payment for a dishonored check or for an item deemed uncollectible by another merchant, (v) any merchant selling goods or services that represent a violation of any law, statute, or regulation, (vi) Any merchant or product, service or activity that is deceptive, unfair, predatory, or prohibited by one or more Card Brands, (vii) Any merchant selling products that infringe on the intellectual property rights of others, including counterfeit goods/replicas (e.g., knock-offs, imitations, bootlegs), or any product or service that infringes on the copyright, trademark, or trade secrets of any third party, such as many Cyberlockers, (viii) any merchant that accepts a Card at a scrip-dispensing terminal, (iv) bail bonds, (x) bankruptcy lawyers, (xi) bearer share entities, (xii) bidding fee auctions (a/k/a penny auctions), (viii) business/investment opportunities, merchants, or programs and inclusive of Brokers and Dealers operating as “get-rich-quick schemes” (e.g., real estate purchase with no money down), Real Estate Flipping, (viv) businesses physically located or operating outside the U.S. (off shore acquiring), (xv) businesses selling age or legally restricted products or services (e.g., sale of alcohol), (xvi) Card-not-present tobacco, tobacco products (including cigarettes), e-Cigarettes and “vape” supplies and accessories, (xvii) cell phones/pagers (billing for services only), Prepaid Phone Services, or Sales of Mobile Minutes, (xviii) centralized reservation services, (xix) chain letters, (xx) charities without 501(c)(3) or equivalent status, (xxi) collection agencies or firms involved in recovering/collecting past due receivables, (xxii) Commodity Trading, Security Trading, or security brokers, (xxiii) credit repair/restoration, Credit Counseling, or card protection (including identity theft protection), (xxiv) cruiselines, (xxv) data pass (merchants up-selling or cross-selling products of other merchants and then sharing the cardholder data with the third party or receiving cardholder data from third parties), or other Up-Selling merchants, (xxvi) Debt/Tax Elimination, Debt/Tax Reduction or Debt Consulting Services, including debt consolidation and mortgage reduction/consulting services, (xxvii) decryption and descrambler products including mod chips, (xxviii)direct marketing: Continuity or Subscription services or merchants including MCC 5968 and 5969, (xxix) Direct Marketing-Inbound Telemarketing including videotext services and MCC 5967; telemarketing companies involved with the following methods of operations: offering a free gift, prize, or sweepstakes/contest entry as an inducement to purchase their product or service; inbound telemarketing companies that receive calls as the result of post cards or similar mailings (as opposed to catalog or media advertising); or selling products/services as an agent for a third party, (xxx) direct marketing-travel related arrangement services including MCC 5962, (xxxi) discount medical or dental plans, including discount insurance and medical benefit packages, (xxxii) distressed property sales and/or marketing, (xxxiii) door-to-door sales, (xxxiv) drug paraphernalia, (xxxv) embassy, foreign consulate, or other foreign government, (xxxvi) essay mills/paper mills (i.e., ghost writing services that sell essays, term papers, etc. with the intent that the purchasers will submit documentation as their own), (xxxvii) extended warranties, (xxxviii) fake references and other services/products that foster deception (including fake IDs and government documents), (xxxix) file sharing services, (xl) Firearms and weapons including ammunition, silencers, components, firearm parts, Internet/MOTO, and suppressors, (xli) fortune tellers, Psychics, and “occult” businesses, (xlii) Gambling Activities and Establishments including MCC 7995, including lotteries, internet gaming, illegal gambling, legal gambling where the cardholder is not present when the bet is made, sports forecasting or odds making, daily fantasy sports, contests, sweepstakes, “special incentives” or offering of prizes as an inducement to purchase goods or service, (xliii) government grants, (xliv) hate groups, (xlv) high interest rate, non-bank consumer lending with an APR >30% including, but not limited to, payday lending/loans and title loans, unsecure loans/lines originating from non-FDIC insured banks; Loan payments conducted on a credit Card, (xlvi) illegal drugs, substances designed to mimic illegal drugs, and/or other psychoactive products (e.g., K2, salvia divinorum, nitrate inhalers, bath salts, synthetic cannabis, herbal smoking blends, herbal incense, and HCG/HGH-like substances), (xlvii) illegal products/services or any service providing peripheral support of illegal activities, (xlviii) infomercial merchants, (xlix) internet/mail-order pharmacies or pharmacy referral sales, (l) jammers or devices that are designed to block, jam or interfere with cellular and personal communication devices/signals, (li) mail order spouse and international match-making services, (lii) marijuana, marijuana products, marijuana dispensaries or related products, including products or services that contain CBDs or provide access to CBDS, and services and marijuana-related businesses (excluding hemp), cannabis-related activities, (liii) membership/subscriptions in excess of one year (i.e., two year, three year, lifetime, etc.), (liv) merchants engaged in any form of deceptive marketing practices, including, but not limited to: hidden disclosure, bogus claims and endorsements, pre-checked opt out boxes, refund/cancellation avoidance, and poorly disclosed negative options, (lv) merchants that have ransom-like or extortion-like basis for their business model (e.g., mug shot removal), (lvi) merchants utilizing tactics to evade Card Brand excessive chargeback monitoring programs, (lvii) money transfer, wire transfers, money Orders, transmitters, and check cashing including merchants required to be registered as money service businesses, including: provider or seller of prepaid access/stored value, including both open-loop and closed-loop (closed-loop prepaid access includes gift cards, phone cards, subway cards, college campus cards, game cards and other limited-use prepaid access devices when the value can exceed $2,000) exceeding $2,000; money transmitters; wire transfer; quasi-cash; cash advances (by non-financial institutions); currency exchange or dealer; issuer/seller/redeemer of money orders or traveler’s checks; and check cashers, (lviii) multi-level marketing or pyramid schemes, (lix) “negative option” marketing, renewal, or continuity subscription practices; marketing activities involving low-dollar trials, “pay only for shipping”, and/or “free trial” periods after which a credit card is charged periodically or a significantly larger amount; other negative response marketing techniques by any type of merchant (i.e., customer is automatically charged if he/she does not return the merchandise at the end of a free trial period), (lx) nutraceuticals (e.g., acai berry or health-related teas or drinks), (lxi) outbound telemarketers and telecom merchants, including MCC’s 4814, 4816, and 5966, (lxii) pawn shops, (lxiii) prescription drug sales, (lxiv) products/services that promote hate, violence, harassment or abuse, (lxv) pseudo-pharmaceuticals (e.g., weight-loss, anti-aging, muscle-building, sexual-stimulant supplements, colon cleansers, and detox products), (lxvi) rebate-based businesses or merchants offering substantial rebates or special incentives (e.g., free gift, prize, sweepstakes, or contest) as an inducement to purchase products/services, (lxvii) shipping/forwarding brokers, (lxviii) social media “click farms” (i.e., the sale of clicks/likes/reviews/endorsements on social media sites), (lxix) shell banks, (lxx) software resellers, (lxxi) third-party payment processors/aggregators/payment service companies (e.g., bill pay service, crowd funding, peer-to-peer payments, digital wallets, staged digital wallets, commissary accounts) falling outside of Card Brand-approved requirements (Payment Facilitators), or any merchant or sub-merchant submitting sales for payment that resulted from another commercial entity providing goods or services to the Cardholder, including those businesses that may otherwise qualify themselves as a Payment Service Company or Payment Facilitator, (lxxii) timeshares including resale and related marketing, (lxxiii) telehealth/telemedicine, (lxxiv) tribal entities (e.g., American Indian Tribes), or (lxxv) virtual currency that can be monetized, re-sold or converted to physical/digital goods/services or otherwise exit the virtual world, including Cryptocurrencies (e.g., Bitcoin, Ethereum, etc.).
1b.7 Applicable Card Brand Rules
The Card Brands require that you comply with their applicable bylaws, rules, and regulations (“Card Brand Rules”), which are available at:
;
;
; and
us/dgn/pdfs/MIT-Implementation-Guide.pdf>.
The Card Brand Rules in whole are incorporated by reference into the Payments Terms and will control with respect to any conflict in terms between the Payments Terms and such Card Brand Rules.
You covenant that you are not a third-party beneficiary under any agreement with a Card Brand, however, a Card Brand may be a third-party beneficiary of the Payments Terms, and shall have the rights, but not any obligation, necessary to fully enforce the Payments Terms against you.
The Card Brands have the right to amend the Card Brand Rules. We may be required to change the Payments Terms in connection with amendments to the Card Brand Rules.
For clarity, please note that the Card Brand Rules may prohibit you from, among other things as set forth in the respective links above, (a) assessing a surcharge for the use of a card in connection with any transaction, and/or (b) dispensing cash on any card transaction. You are responsible for complying with Card Brand Rules related to your use of Card Brand marks.1b.8 Account Deposits
Subject to the payout schedule below and the Payments Terms, and once your designated bank account(s) (“Bank Account”) information is verified, Payments actually received by Processor for transactions submitted through the Card Services (less any applicable fees) will be deposited in your Bank Account. Funds for any given transaction will not be deposited until the transaction is deemed complete. Availability of funds deposited in your Bank Account will be determined by the financial institution that holds your Bank Account. You are responsible for monitoring your transactions and ensuring that payments to you in connection with the Card Services are correct. You must notify us of any errors in payments made to you within thirty (30) days of the error first appearing on your electronic transaction history. Failure to notify us of such an error will be deemed a waiver of any right to amounts owed to you.1b.9 Standard Payout Schedule
Once you validate your Bank Account, a transfer of funds will automatically be initiated to your Bank Account at the end of every business day, if and to the extent you are owed amounts hereunder. Payouts to your Bank Account will normally register within 3-4 business days of when the transaction is initiated.1b.10 Availability of Funds
Should we need to conduct an investigation or resolve any pending dispute related to your AppFolio database and/or your Bank Account, payout may be deferred or access to your funds may be restricted while we conduct such investigation and for up to 3 business days after. Payout may also be deferred or access to your funds may also be restricted as required by Applicable Law, court order, or Card Brand Rule or if otherwise requested by law enforcement or a governmental entity.1b.11 Your Account History
When a payment is made to your Bank Account, we will update your AppFolio database and provide you a transaction confirmation. The confirmation will serve as your receipt. Summaries of your account activity, including monthly statements, are available through your AppFolio database. Except as required by Applicable Law, you are solely responsible for (a) compiling and retaining permanent records of all transactions and other data associated with your Bank Account and your use of the Card Services and (b) reconciling all transactional information that is associated with your Bank Account. If you believe that there is an error or unauthorized transaction activity is associated with your Bank Account, you must contact us immediately.1b.12 Reserve
At any time and from time to time, payments to you may be suspended or delayed and/or we may designate an amount of funds that must be maintained in your Bank Account or in a separate reserve account to secure the performance of your payment obligations for the Card Services (the “Reserve”). We may require a Reserve for any reason, including without limitation, if you have a high rate of chargebacks (as defined below), refunds, or other indications of performance problems related to your use of the Card Services. The Reserve will be in an amount as reasonably determined by us to cover anticipated chargebacks, returns, unshipped merchandise and/or unfulfilled products or services or credit risk based on your processing history or such amount designated by Processor. The Reserve may be raised, reduced or removed at any time by us, in our sole discretion, based on your payment history, a credit review or otherwise as we or Processor may determine or require. If you do not have sufficient funds in your Reserve, the Reserve may be funded from any funding source associated with your AppFolio database, including, but not limited to, any funds (a) deposited by you, (b) due to you under the Payments Terms, or (c) available in your Bank Account or other payment instrument registered with us. You grant us a security interest in and lien on any and all funds held in any Reserve and also authorize us to make any withdrawals or debits from the Reserve, without prior notice to you, to collect amounts that you owe us under the Payments Terms, including, without limitation, for any reversals of deposits or transfers made to your Bank Account. You will execute any additional documentation required for us to perfect our security interest in any funds in the Reserve. This security interest will survive for as long as we hold funds in your Reserve.1b.13 Refunds and Returns
By accepting payment card transactions through the Card Services, you agree to process returns of, and provide refunds and adjustments for, your services to your customers through your Bank Account in accordance with the Payments Terms, the Card Brand Rules and Applicable Law. The Card Brand Rules require you to: (a) maintain a fair return, cancellation or adjustment policy; (b) disclose your return or cancellation policy to customers at the time of purchase, (c) not give cash refunds to a customer in connection with a card transaction, unless required by law, and (d) not accept cash or any other item of value for preparing a card transaction refund. The amount of the refund/adjustment must include any associated taxes required to be refunded and cannot exceed the amount shown as the total on the original transaction data except by the exact amount required to reimburse the customer for postage that the customer paid to return merchandise. Please be aware, if your refund policy prohibits returns or is unsatisfactory to the cardholder, you may still receive a chargeback relating to such transactions.1b.14 Your Liability for Chargebacks
The amount of a transaction may be reversed from or charged back to your Bank Account (a “Chargeback”) if the transaction (a) is disputed, (b) is reversed for any reason by the Card Brand, Processor, or a Payor’s or our financial institution, (c) was not authorized or we have any reason to believe that the transaction was not authorized, or (d) is allegedly unlawful, suspicious, or in violation of the Payments Terms.1b.15 Our Collection Rights for Chargebacks
For any transaction that results in a Chargeback, the Chargeback amount may be withheld in a Reserve. We may deduct the amount of any Chargeback and any associated fees, fines, or penalties assessed by the Card Brand or Processor from your Bank Account (including, without limitation, any Reserve), any proceeds due to you, or other payment instrument registered with us. If you have pending Chargebacks, payouts may be delayed to your Bank Account. Further, if we reasonably believe that a Chargeback is likely with respect to any transaction, the amount of the potential Chargeback may be withheld from payments otherwise due to you under the Payments Terms until such time that: (a) a Chargeback is assessed due to a Payor’s complaint, in which case we will retain the funds; (b) the period of time under Applicable Law by which the Payor may dispute that the transaction has expired; or (c) we determine that a Chargeback on the transaction will not occur. If we are unable to recover funds related to a Chargeback for which you are liable, you will pay us the full amount of the Chargeback immediately upon demand. You agree to pay all costs and expenses, including, without limitation, attorneys’ fees and other legal expenses, incurred by or on behalf of us in connection with the collection of all account deficit balances unpaid by you.1b.16 Excessive Chargebacks
If we determine that you are incurring an excessive amount of Chargebacks, we may establish controls or conditions governing your AppFolio database, including, without limitation, by (a) establishing new processing fees, (b) creating a reserve in an amount reasonably determined by us to cover anticipated Chargebacks and related fees, (c) delaying payouts, and (d) terminating or suspending your use of the Card Services.1b.17 Contesting Chargebacks
You agree to assist us when requested, at your expense, to investigate any of your transactions processed through the Card Services. Towards that end, you permit us to share information about a Chargeback with the Payor, the Payor’s financial institution, and your financial institution in order to investigate and/or mediate a Chargeback. We may also share such information with other parties as permitted by Applicable Law or Card Brand Rules. If we decide, in our sole discretion, to contest a Chargeback, we may request additional transaction related information from you. Examples of when we may determine not to contest a Chargeback include (but are not limited to) instances where (i) there is insufficient or incomplete evidence to make a defense, or (ii) the Card Brand Rules preempt a fight. If the Chargeback is contested successfully, we will release the reserved funds to your Bank Account. If a Chargeback dispute is not resolved in your favor by the Card Brand or issuing bank or we choose not to contest the Chargeback, we may recover the Chargeback amount and any associated fees as described in the Payments Terms. You acknowledge that Chargebacks are a risk associated with accepting payment by credit card. You further acknowledge that your failure to assist us in a timely manner where we choose to investigate and/or contest a Chargeback transaction, including, but not limited to, by providing necessary documentation within two (2) days of our request, may result in an irreversible Chargeback. We reserve the right, upon notice to you, to charge a fee for mediating and/or investigating Chargeback disputes.1b.18 Our Set-off Rights
To the extent permitted by law, we may set off against the amount of any obligation you owe us under the Payments Terms, including, without limitation, any Chargebacks. All fees will be charged at the time we process a transaction and are deducted first from the transferred or collected funds and thereafter from.1b.19 Our Processing Errors
We will attempt to rectify processing errors that you notify us of or that we discover. If the error resulted in your receipt of less than the correct amount to which you were entitled, your Bank Account will be credited for the difference. If the error results in your receipt of more than the correct amount to which you were entitled, the extra funds will be debited from your Bank Account. Your failure to notify us of a processing error within thirty (30) days of when it first appears on your electronic transaction history will be deemed a waiver of any right to amounts owed to you.1b.20 Access to Cardholder Data and Card Data Security
If and to the extent you get access to Cardholder Data (as defined below), you shall at all times be compliant with the Payment Card Industry Data Security Standards (PCI DSS) and Applicable Law and shall certify such compliance in accordance with the Card Brand Rules or when asked by AppFolio or Card Brand to do so. You will cooperate with any such request or audit for certified compliance until the request or audit is completed. You shall also use only PCI-compliant service providers in connection with the storage or transmission of a cardholder’s account number, expiration date, and CVV2 (collectively, the “Cardholder Data”). You must not store CVV2 data at any time. If you receive Cardholder Data in connection with the Card Services, you shall not (i) use the Cardholder Data for any purpose other than for the Card Services, (ii) use the Cardholder Data for any purpose that you know or should know to be fraudulent or in violation of any Card Brand Rules, or (iii) sell, purchase, provide or exchange in any manner or disclose Cardholder Data to anyone other than the Card Brands or in response to a government request. Further, you acknowledge and agree that you are responsible for your employees’ actions, you will notify us of any third party that will have access to cardholder data, and you will immediately report all instances of a data breach to us immediately after you reasonably identify an incident.1b.21 Merchant Services Agreement for Sub-Merchants
YOU HAVE AGREED TO THE PAYMENTS TERMS, WHICH SET FORTH REQUIREMENTS REGARDING THE CARD SERVICES AND ARE INCORPORATED INTO THIS MERCHANT SERVICES AGREEMENT FOR SUB-MERCHANTS (“MSA”) BY REFERENCE.
BY ACCEPTING THE PAYMENTS TERMS, YOU CONSENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS IS MSA, EFFECTIVE AS OF THE DATE YOUR TRANSACTION VOLUME EXCEEDS THE APPLICABLE THRESHOLD AMOUNT, WHICH CONSTITUTES A LEGALLY BINDING CONTRACT BETWEEN YOU AND WORLDPAY, LLC. (“WORLDPAY”) THIS MSA GOVERNS THE AUTHORIZATION AND SETTLEMENT OF TRANSACTIONS CONDUCTED BETWEEN YOU AND YOUR CUSTOMERS USING CARDS THROUGH THE CARD SERVICES.
Any rights not expressly granted herein are reserved by Worldpay. Worldpay may terminate provision of credit and debit card processing services provided by Worldpay to AppFolio and you in connection with payments made to you through the Card Services and may independently enforce any of the provisions of these Payments Terms that relate to the credit and debit card processing services provided by Worldpay. This MSA replaces any other MSA you may have already agreed to with AppFolio and Worldpay.MERCHANT SERVICES AGREEMENT FOR SUB-MERCHANTS (“MSA”)
This MERCHANT SERVICES AGREEMENT FOR SUB-MERCHANTS (“Agreement”) is made among WORLDPAY, LLC, having its principal office at 8500 Governors Hill Drive, Symmes Township, OH 45249-1384 and its designated Member Bank (collectively “Acquirer”) and you (“Sub-merchant”) in connection with the agreement between Sub-merchant and AppFolio, Inc. (“Provider”). Acquirer will provide Sub-merchant with certain payment processing services (“Services”) in accordance with the terms of this Agreement. In consideration of Sub-merchant’s receipt of credit or debit card funded payments, and participation in programs affiliated with Mastercard International Inc. ("Mastercard"), VISA U.S.A. Inc. ("VISA"), Discover (“Discover”), and certain similar entities (collectively, “Associations), Sub-merchant is required to comply with the Operating Regulations (defined below) as they pertain to applicable credit and debit card payments. In addition, if Sub-merchant meets certain requirements under the Operating Regulations or an Association or the Operating Regulations otherwise require, Sub-merchant may be required to enter into a direct relationship with an entity that is a member of the Associations. By executing this Agreement, Sub-merchant has fulfilled such requirement. However, Acquirer understands that Sub-merchant may have contracted with Provider to obtain certain processing services and that Provider may have agreed to be responsible to Sub-merchant for all or part of Sub-merchant’s obligations contained herein.
NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual promises contained herein, the parties agree as follows:
1\. Certain Sub-merchant Responsibilities. Sub-merchant agrees to comply, and to cause employees and third parties acting as Sub-merchant’s agent (“Agents”) to comply, with each Association’s and other payment network’s by-laws, operating regulations and/or all other rules, policies and procedures, including but not limited to the Payment Card Industry Data Security Standard, the VISA Cardholder Information Security Program, the Mastercard Site Data Protection Program, and any other program or requirement that may be published and/or mandated by the Associations or payment networks, including with respect to the use of an Association’s mark(s) (collectively "Operating Regulations"). Such Operating Regulations are incorporated by reference, and will control with respect to any conflict in terms between this Agreement and such Operating Regulation. Sub-merchant acknowledges and agrees that it is not a third-party beneficiary of any Operating Regulation, however, an Association may be a third-party beneficiary of this Agreement, and that certain Operating Regulations govern the relationships between various parties such as the Associations, Processor, Member Bank, and/or other entities (e.g., partners, etc.), and that any failure by Processor to abide by such Operating Regulation does not provide the basis for a breach of the Agreement claim by Merchant or any other third party. The Associations make excerpts of their Operating Regulations available online, including via: ;
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us/dgn/pdfs/MIT-Implementation-Guide.pdf>;
.
Sub-merchant also agrees to comply with all applicable state, federal, and local laws, rules, and regulations (“Laws”). Sub-merchant hereby authorizes Acquirer to conduct background checks on Sub-merchant, including but not limited to credit checks and banking and financial history investigations, and share any information required by an Association. Without limiting the foregoing, Sub-merchant agrees that it will fully comply with any and all anti-money laundering laws and regulations, including but not limited to the USA PATRIOT Act, the Bank Secrecy Act, the Federal Trade Commission and obligations imposed by the US Treasury’s Office of Foreign Assets Control (OFAC), and provide all necessary documentation to Acquirer promptly upon request. For purposes of this section, Agents include, but are not limited to, Sub-merchant’s software providers and/or equipment providers.
If appropriately indicated in Sub-merchant’s agreement with Provider, Sub-merchant may be a limited-acceptance merchant, which means that Sub-merchant has elected to accept only certain Visa and Mastercard card types (i.e., consumer credit, consumer debit, and commercial cards) and Sub-merchant must display appropriate signage to indicate the same. Acquirer has no obligation other than those expressly provided under the Operating Regulations and applicable law as they may relate to limited acceptance. Sub-merchant, and not Acquirer, will be solely responsible for the implementation of its decision for limited acceptance, including but not limited to policing the card type(s) accepted at the point of sale. Sub-merchant shall only complete sales transactions produced as the direct result of bona fide sale made by Sub-merchant to cardholders and is expressly prohibited from presenting sales transactions which are produced as a result of sales made by any person or entity other than Sub-merchant, or for any purposes related to any fraudulent, unauthorized, illegal or prohibited activity, including but not limited to money-laundering or financing of terrorist activities. All fees associated with each Associations’ transactions must be separate and distinguishable from fees associated with other Card transactions.
Sub-merchant may set a minimum transaction amount to accept a card that provides access to a credit account, under the following conditions: i) the minimum transaction amount does not differentiate between card issuers; ii) the minimum transaction amount does not differentiate between Mastercard, Visa, or any other acceptance brand; and iii) the minimum transaction amount does not exceed ten dollars (or any higher amount established by the Federal Reserve).
Sub-merchant may set a maximum transaction amount to accept a card that provides access to a credit account, under the following conditions: Sub-merchant is a i) department, agency or instrumentality of the U.S. government; ii) corporation owned or controlled by the U.S. government; or iii) Sub-merchant whose primary business is reflected by one of the following MCCs: 8220, 8244, 8249 – Schools, Trade or Vocational; and the maximum transaction amount does not differentiate between Mastercard, Visa, or any other acceptance brand.
2\. Sub-merchant Prohibitions. Sub-merchant must not i) require a cardholder to complete a postcard or similar device that includes the cardholder’s account number, card expiration date, signature, or any other card account data, including CVV2, in plain view when mailed; ii) add any tax or surcharge to transactions, except in compliance with Operating Regulations and applicable law; iii) request or use an account number for any purpose other than as payment for its goods or services; iv) disburse funds in the form of travelers checks if the sole purpose is to allow the cardholder to make a cash purchase of goods or services from Sub-merchant; v) disburse funds in the form of cash unless Sub-merchant is dispensing funds in the form of travelers checks, TravelMoney cards, or foreign currency (in such case, the transaction amount is limited to the value of the travelers checks, TravelMoney cards, or foreign currency, plus any commission or fee charged by the Sub-merchant), or Sub-merchant is participating in a cash back service; vi) submit any transaction receipt for a transaction that was previously charged back to the Acquirer and subsequently returned to Sub-merchant, irrespective of cardholder approval; vii) accept a Visa consumer credit card or commercial Visa product issued by a U.S. issuer to collect or refinance an existing debt; viii) accept a card to collect or refinance an existing debt that has been deemed uncollectable; or ix) submit a transaction that represents collection of a dishonored check. Sub-merchant further agrees that, under no circumstance, will Sub-merchant store cardholder data in violation of the Laws or the Operating Regulations including but not limited to the storage of track-2 data. Neither Sub-merchant nor its Agent shall retain or store magnetic-stripe data subsequent to the authorization of a sales transaction.
3\. Settlement. Upon receipt of Sub-merchant’s sales data for card transactions, Acquirer will process Sub-merchant’s sales data to facilitate the funds transfer between the various Associations and Sub-merchant. After Acquirer receives credit for such sales data, subject to the terms set forth herein, Acquirer or an affiliate of Acquirer will fund Sub-merchant, either directly to the Sub-merchant- Owned Designated Account or through Provider to an account designated by Provider (“Provider Designated Account”), at Acquirer’s discretion, for such card transactions. Sub-merchant agrees that the deposit of funds to the Provider Designated Account shall discharge Acquirer or an affiliate of Acquirer of its settlement obligation to Sub-merchant, and that any dispute regarding the receipt or amount of settlement shall be between Provider and Sub-merchant. Acquirer or an affiliate of Acquirer will debit the Provider Designated Account for funds owed to Acquirer as a result of the Services provided hereunder, provided that Acquirer or an affiliate of Acquirer may also debit Sub-merchant’s designated demand deposit account (“Sub-merchant-Owned Designated Account”) upon receipt of such account information from Sub-merchant or Provider, or if Acquirer or an affiliate of Acquirer deposits settlement funds into the Sub-merchant-Owned Designated Account. Further, if a cardholder disputes a transaction, if a transaction is charged back for any reason, or if Acquirer or an affiliate of Acquirer reasonably believes a transaction is unauthorized or otherwise unacceptable, the amount of such transaction may be charged back and debited from Sub-merchant or Provider.
4\. Term and Termination. This Agreement shall be binding upon Sub-merchant upon Sub-merchant’s execution. The term of this Agreement shall begin, and the terms of the Agreement shall be deemed accepted and binding upon Acquirer, on the date Acquirer accepts this Agreement by issuing a merchant identification number, and shall be coterminous with Provider’s agreement with Sub-merchant.
Notwithstanding the foregoing, Acquirer may immediately cease providing Services and/or terminate this Agreement without notice if (i) Sub-merchant or Provider fails to pay any amount to Acquirer when due, (ii) in Acquirer's opinion, provision of a service to Sub-merchant or Provider may be a violation of the Operating Regulations or any Laws, (iii) Acquirer believes that Sub-merchant has violated or is likely to violate the Operating Regulations or the Laws, (iv) Acquirer determines Sub-merchant poses a financial or regulatory risk to Acquirer, Member Bank, or an Association, (v) Acquirer’s agreement with Provider terminates, (vi) any Association de-registers Provider, (vii) Acquirer ceases to be a member of the Associations or fails to have the required licenses, or (viii) Acquirer is required to do so by Member Bank or any of the Associations.
5\. Limits of Liability. Sub-merchant agrees to provide Acquirer, via a communication with Provider, with written notice of any alleged breach by Acquirer of this Agreement, which notice will specifically detail such alleged breach, within thirty (30) days of the date on which the alleged breach first occurred. Failure to so provide notice shall be deemed an acceptance by Sub-merchant and a waiver of any and all rights to dispute such breach.
EXCEPT FOR THOSE EXPRESS WARRANTIES MADE IN THIS AGREEMENT, ACQUIRER DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Sub-merchant’s sole and exclusive remedy for any and all claims against Acquirer arising out of or in any way related to the transactions contemplated herein shall be termination of this Agreement. In the event that Sub-merchant has any claim arising in connection with the Services, rights, or obligations defined in this Agreement, Sub-merchant shall proceed against Provider and not against Acquirer, unless otherwise specifically set forth in the Operating Regulations. In no event shall Acquirer have any liability to Sub-merchant with respect to this Agreement or the Services. Sub-merchant acknowledges Acquirer is only providing this Agreement to assist in Provider’s processing relationship with Sub-merchant, that Acquirer is not liable for any action or failure to act by Provider, and that Acquirer shall have no liability whatsoever in connection with any products or services provided to Sub- merchant by Provider. If Provider is unable to provide its services to Sub-merchant in connection with this Agreement and Acquirer elects to provide those services directly, Sub-merchant acknowledges and agrees that the provisions of this Agreement will no longer apply and the terms of Acquirer’s then-current Bank Card Merchant Agreement, which would be provided to Sub-merchant upon request, will govern Acquirer’s relationship with Sub-merchant. If Provider subsequently provides its services to Sub-merchant in connection with this Agreement, Acquirer will cease to provide such services after receipt of notice from Provider and this Agreement will govern Acquirer’s relationship with Sub-merchant.
6\. Miscellaneous. This Agreement is entered into, governed by, and construed pursuant to the laws of the State of Ohio without regard to conflicts of law provisions. This Agreement may not be assigned by Sub-merchant without the prior written consent of Acquirer. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, transferees, and assignees. This Agreement is for the benefit of, and may be enforced only by, Acquirer and Sub-merchant and is not for the benefit of, and may not be enforced by, any other party. Sub-merchant shall not disclose any Acquirer confidential information to any person or entity (other than to those employees or agents of Sub-merchant who participate directly in the performance of this Agreement and need access to such information, or, only to the extent strictly necessary, in response to a valid subpoena, court order, or Association requirement.) Acquirer may amend this Agreement upon notice to Sub-merchant in accordance with Acquirer’s standard operating procedure. An Association may audit or direct the audit of Sub-merchant at any time, and nothing herein shall limit an Association from limiting or terminating an agreement with Sub-merchant. If any provision of this Agreement is determined to be illegal or invalid, such illegality or invalidity of that provision will not affect any of the remaining provisions and this Agreement will be construed as if such provision is not contained in the Agreement. “Member Bank” as used in this Agreement shall mean a member of VISA, Mastercard and/or Discover, as applicable, that provides sponsorship services in connection with this Agreement. As of the commencement of this Agreement, Member Bank shall be Fifth Third Bank, N. A., located in Cincinnati, OH, 45263. Member Bank is a party to this Agreement. Member Bank may be changed, and its rights and obligations assigned to another similarly situated bank by Acquirer at any time without notice to Sub-merchant.1b.22 RealNet Payments Terms and Conditions
YOU HAVE AGREED TO THE PAYMENTS TERMS, WHICH SET FORTH REQUIREMENTS REGARDING THE CARD SERVICES AND ARE INCORPORATED INTO THIS REALNET PAYMENTS TERMS AND CONDITIONS (“RNP AGREEMENT”) BY REFERENCE.
BY ACCEPTING THE PAYMENTS TERMS, YOU CONSENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS IS RNP AGREEMENT, EFFECTIVE AS OF THE DATE YOUR ACCEPTANCE OF THE PAYMENT TERMS, WHICH CONSTITUTES A LEGALLY BINDING CONTRACT BETWEEN YOU AND REALNET PAYMENTS LLC. (“RNPLLC”) THIS RNP AGREEMENT GOVERNS THE AUTHORIZATION AND SETTLEMENT OF TRANSACTIONS CONDUCTED BETWEEN YOU AND YOUR CUSTOMERS USING CARDS THROUGH THE CARD SERVICES.RealNet Terms and Conditions
You (“Sub-merchant”) desires to use enhanced payment services pursuant to which RealNet Payments LLC (“RNPLLC”) will receive, hold, and disburse funds on behalf of Sub-merchant to and/or from third parties (“Dynamic Payout Sub-merchant Service(s)”) pursuant to these RealNet Payments Terms and Conditions, which are entered into between Sub-merchant and RNPLLC as provided below, (“RNP Agreement”), as may be modified by RNPLLC via notice to Sub-merchant (which may be in the form of email communication or such other communication as RNPLLC elects). RNPLLC is a licensed money transmitter in applicable United States (“U.S.”) jurisdictions.
A. Description of Service.
1\. Description of Service. The Dynamic Payout Sub-merchant Service(s) is provided by and through RNPLLC as a licensed money transmitter designed to enable:
i. Sub-merchant to initiate payments using settlement methods RNPLLC makes available to Sub merchant from time to time (e.g., ACH, Real Time Payments) (each, a “Payment”) to or from Sub-merchant’s designated counterparties in connection with payment obligations that arise in the ordinary course of \[Sub-merchant’s\] business and in accordance with this RNP Agreement, applicable laws, and \[Operating Regulations\]; and,
ii. Sub-merchant to load funds to, receive funds into, and hold funds in an RNPLLC stored-value wallet (“Wallet”) for the purpose of making Payments.
2\. To facilitate your use of the Dynamic Payout Sub-merchant Service, RNPLLC shall receive messages or instructions (which may be in electronic form) on Sub-merchant’s behalf solely from AppFolio, (i) in the RNPLLC-prescribed format, (ii) containing the information, including but not limited to the source of funds Sub-merchant wishes to use, and meeting the deadlines and other requirements specified by RNPLLC from time to time, (iii) requesting RNPLLC to initiate a Payment or to load funds to the Wallet, or otherwise as approved by RNPLLC, in each case as applicable (such instructions, “Authorized Instructions”). By using the Dynamic Payout Sub-merchant Service: (a) Sub-merchant authorizes AppFolio to settle funds to Sub-merchant’s account at RNPLLC as well as to any other authorized account, and (b) acknowledges and agrees that all Authorized Instructions received by RNPLLC, whether directly or through AppFolio on behalf of Sub-merchant, are authorized by Sub-merchant and that RNPLLC shall have no responsibility to validate any Authorized Instructions nor any liability arising from the timing of Wallet loads, settlement instructions, or other execution by RNPLLC of Authorized Instructions provided to RNPLLC by AppFolio on behalf of Sub-merchant. At the inception of this RNP Agreement, permitted funds sources include Sub-merchant’s designated operating Account, funds held in Sub-merchant’s Wallet with RNPLLC, and other payment methods at RNPLLC’s discretion.
B. General Terms. By using the Dynamic Payout Services, Sub-merchant acknowledges and agrees to the following terms:
1. Dynamic Payout Sub-merchant Services are offered to Sub-merchant for commercial purposes only, may not be used to attempt a credit to or debit from any third party that is not a Sub-merchant customer that has entered into an agreement with Sub-merchant authorizing Sub-merchant to initiate such credits and debits, and cannot be used by consumers for personal, family, or household purposes. Dynamic Payout Sub-merchant Services are provided in accordance with RNPLLC’s then-current standards and service-delivery process, which may change from time-to-time in RNPLLC’s sole discretion.
2. All funds eligible for Dynamic Payout Sub-merchant Services and processed by RNPLLC may be held in a custodial capacity by RNPLLC, as an agent of Sub-merchant, in a pooled account titled in the name of RNPLLC for the benefit of its customers, including Sub-merchant, and Sub-merchant hereby appoints RNPLLC as such agent.
3. Sub-merchant may not use the Dynamic Payout Sub-merchant Services to make payments on behalf of any other party without the prior express written consent of RNPLLC, at the sole discretion of RNPLLC.
4. Dynamic Payout Sub-merchant Services are not available in all countries or jurisdictions, including Afghanistan, Burma (Myanmar), Crimea, Cuba, Eritrea, Gaza Strip, Iran, Iraq, Ivory Coast, Laos, Liberia, Libya, Nauru, North Korea, Somalia, Sudan, Syria, the West Bank, Yemen, and other jurisdictions designated from time to time by RNPLLC;
5. Sub-merchant shall not use the Dynamic Payout Services to make payments to or involving any Specially Designated National or Blocked Person (“SDN”) as designated by the United States Department of Treasury Office of Foreign Assets Control (“OFAC”), directly or indirectly, nor to any entity having 50% or more aggregate ownership by SDN(s).
6. Sub-merchant agrees it has no right, title or interest in any funds on deposit or any funds in the possession of, or in transit to or from, AppFolio, RNPLLC, Member Bank or any affiliate thereof.
7. Dynamic Payout Sub-merchant Services may involve the participation of one or more subcontractors of RNPLLC, or involve products or services made available through the Associations (e.g., VisaDirect, Mastercard Send, etc.);
8. The RNPLLC Wallet does not constitute a demand deposit account;
9. By submitting an Authorized Instruction to RNPLLC, including through AppFolio as applicable, Sub-merchant authorizes RNPLLC to take any action it deems necessary to facilitate the requested transaction, including debiting or credit \[Sub-merchant’s\] or \[Sub-merchant’s\] counterparties’ bank accounts;- Not all aspects of the Dynamic Payout Sub-merchant Services are supported by all Card issuers. Certain financial institutions, Card issuers, and/or RNPLLC may (i) delay settlement of funds by the Dynamic Payout Sub-merchant Services, and/or (ii) set limits (e.g., daily, rolling 7-day, rolling 30-day, etc.) on transaction counts and/or transaction amounts or other limits regarding the provision of Dynamic Payout Sub-merchant Services that may at times be beyond the control of RNPLLC. Funds associated with declined transactions will be returned to the Wallet pending further Authorized Instructions from Sub-merchant or AppFolio. If for any reason any undisbursed funds remain in Sub-merchant’s Wallet beyond RNPLLC’s standards, which may be modified from time to time in RNPLLC’s sole discretion, such funds may be sent to Sub-merchant’s or AppFolio’s account on file at the sole discretion of RNPLLC.
C. Additional Dynamic Payout Services Terms and Conditions.
Provision of Data to RNPLLC. RNPLLC may request certain information regarding Sub-merchant from AppFolio in connection with providing the Dynamic Payout Sub-merchant Services. Sub-merchant irrevocably authorizes AppFolio to share with RNPLLC or its affiliates, Sub-merchant’s confidential and other information , including any information provided by Sub-merchant prior to Sub-merchant’s first use of the Dynamic Payout Sub-merchant Services (e.g., information used in AppFolio’s underwriting, etc.) and for RNPLLC to share Sub-merchant’s confidential information with AppFolio. No sharing of information pursuant to the authorizations granted under this RNP Agreement will constitute a violation of any of RNPLLC’s confidentiality obligations, if any such obligations exist.
1\. Representation of Regulatory Compliance. By using the Dynamic Payout Sub-merchant Services, you represent and warrant that (i) you are not subject to sanctions programs administered or enforced by OFAC and that you will comply with all applicable U.S. economic sanctions laws when using the Dynamic Payout Sub-merchant Services, (ii) the information you have provided to RNPLLC is true, accurate, and complete, (iii) your actual and intended use(s) of the Dynamic Payout Sub-merchant Services comply(ies) with applicable law and do(es) not constitute or facilitate money laundering or any other illicit activity, (iv) you have all necessary authorizations, consents, registrations, permits, and other rights in connection with your activities related to the Dynamic Payout Sub-merchant Services, including, as applicable and where permitted by RNPLLC, the distribution of funds to third parties, and (v) you are compliant with and shall continue to meet all applicable laws, and all Operating Regulation requirements related to the use of the Dynamic Payout Sub-merchant Services.UIGEA (Regulation GG)
The Unlawful Internet Gambling Enforcement Act of 2006 (“UIGEA”) prohibits restricted transactions, which are transactions involving unlawful internet gambling, from being processed through this account or otherwise through the customer relationship. The Dynamic Payout Sub-merchant Services are subject to restrictions on activity or closure if RealNet Payments LLC has actual knowledge that restricted transactions have taken place in or through the customer relationship.
Sub-merchants certifies that it does not participate nor plan to participate in any unlawful UIGEA activity as described above.
Cannabis-Related Activity
RealNet Payments LLC does not provide services to companies that are directly or indirectly involved in cannabis-related activities.
Sub-merchant certifies that it and its customers do not participate nor plan to participate in cannabis-related activity.
Certification of OFAC and Sanctions Compliance
OFAC administers and enforces economic sanctions programs primarily against countries and groups of individuals, such as terrorists and narcotics traffickers. United States persons must comply with OFAC regulations, including all U.S. citizens and permanent resident aliens regardless of where they are located, all persons and entities within the U.S., all U.S. incorporated entities and their foreign branches. In addition, some U.S. persons are required to comply with economic sanctions administered by the U.S. Department of the State.
Sub-merchant certifies that it has implemented a risk-based program to prevent transactions with jurisdictions, entities, individuals, and other parties subject to sanctions of OFAC and the U.S. Department of the State.
2\. Additional Terms and Conditions; Certain Sub-merchant Responsibilities. RNPLLC may refuse to act on any Authorized Instruction if RNPLLC learns or determines that facilitating one or more transactions in accordance with Authorized Instructions is not permitted for whatever reason (e.g., Sub-merchant’s designated payee is a person or entity not supported by the Dynamic Payout Sub-merchant Services program requirements, including that the disbursement or transaction amount exceeds the amount permitted under the Dynamic Payout Sub-merchant Services program requirements, the disbursement or transaction is or may be illegal, or could result in regulatory or other scrutiny, is outside the scope of the program requirements, or is or may be impermissible for any other reason); or that AppFolio has informed RNPLLC that Sub-merchant is in default of any provision of its agreement with AppFolio or otherwise has an unsatisfied monetary obligation with RNPLLC or its affiliates.
As between RNPLLC and Sub-merchant, Sub-merchant is wholly responsible for designing and implementing all corresponding processes necessary to effectuate and receive Dynamic Payout Sub-merchant Services from RNPLLC, including obtaining any necessary authorizations from Sub-merchant customers prior to submitting Authorized Instructions using the Dynamic Payout Sub-merchant Services. Sub-merchant shall, at its own cost, make all necessary changes or updates to its systems or procedures, including in the event RNPLLC updates the Dynamic Payout Services in response to a change in applicable law or regulation, or the Operating Regulations, or for any other reason. Sub-merchant agrees and understands that the processes for submitting Authorized Instructions and other aspects of the Dynamic Payout Sub-merchant services are available to Sub-merchant only through AppFolio’s services, and that in the event of termination of AppFolio’s agreement with Sub-merchant, Sub-merchant may no longer be eligible for or able to obtain the Dynamic Payout Sub-merchant services and RNPLLC may terminate this RNP Agreement and the Dynamic Payout Sub-merchant Services without notice to Sub-merchant.
Sub-merchant acknowledges and agrees that Authorized Instructions that are not in conformity with RNPLLC’s then-current specifications, Authorized Instructions that are or may be in contravention of law or Operating Regulations, or Authorized Instructions that attempt to draw upon, or if executed will cause, a negative balance in Sub-merchant’s Wallet or any other account utilized under the RNP Agreement may be rejected in RNPLLC’s sole discretion. Sub-merchant shall always maintain an open bank account that RNPLLC can access via the ACH network. Sub-merchant irrevocably authorizes RNPLLC to debit and/or credit such account to settle any and all fees and other amounts due RNPLLC under this RNP Agreement including, without limitation, in the event of any overpayment, incorrect payment or returned payment, and such authority shall remain in effect for a period of one calendar year following the date of termination of this RNP Agreement. Sub-merchant authorizes RNPLLC to require Sub-merchant to prepay an amount of funds sufficient for RNPLLC to facilitate transactions to Sub-merchant’s designated authorized payees, in each case in RNPLLC’s sole discretion and to debit any Sub-merchant banking account on file with RNPLLC in the event of any negative Wallet balance in an amount sufficient to bring any negative Wallet balance to at least $0.00 or otherwise to exercise any right of RNPLLC hereunder. RNPLLC shall not have any liability arising from (i) Sub-merchant’s or any third party’s inability to receive the services that results from Sub-merchant’s or AppFolio’s failure to change or update its systems accordingly, (ii) inaccuracies in the Card account information or instructions provided to RNPLLC by Sub-merchant or AppFolio, (iii) RNPLLC executing any instructions from Sub-merchant or AppFolio on behalf of Sub-merchant regarding the release or holding of funds, including where such instructions are in violation of law or Operating Regulations, and/or (iv) any breach by Sub-merchant of its obligations under the AppFolio Terms of Services including, but not limited to, any misrepresentation by Sub-merchant under this RNP Agreement. Upon notice to Sub-merchant, RNPLLC may alter or discontinue all or any portion of the Dynamic Payout Sub-merchant Services, including but not limited to changing the fee(s) or the feature functionality set(s). RNPLLC may immediately terminate all or part of the Dynamic Payout Sub-merchant Services in its sole discretion or if (a) directed to do so by Member Bank or an Association, (b) if in RNPLLC’s opinion, Sub-merchant’s or AppFolio’s activities may result in increased regulatory scrutiny or reputational harm, including if directed to do so by a regulator or as a result of any failure of Sub-merchant’s control environment described in this RNP Agreement, or (c) if the breach of this RNP Agreement by Sub-merchant leads to or has the potential to lead to a violation of Operating Regulations, or law, or the rules or regulations of any governmental agency, federal, state, local, or otherwise. Sub-merchant acknowledges and agrees that the Associations and/or RNPLLC may at any time change or remove any of the attributes, standards, requirements, or functional specifications related to the Dynamic Payout Sub-merchant Services or withdraw such service in whole or in part. Such change, amendment, or withdrawal of the Dynamic Payout Sub-merchant Services shall not constitute a breach of the RNP Agreement. Sub-merchant shall provide RNPLLC and/or its designee with reports and other information for the reconciliation of Sub-merchant’s accounts, if requested by RNPLLC. Sub-merchant shall also provide RNPLLC and AppFolio with prompt notice as to any reports or communications from the Associations or state, federal or local regulators to Sub-merchant relative to the actual or threatened assessment of any fines or penalties to be charged by an Association or any relevant state, federal or local regulator to Sub-merchant.
D. Start of Services. The Dynamic Payout Sub-merchant Services begin on the earlier of (i) the date that RNPLLC receives (directly or indirectly) Authorized Instructions from, or on behalf of, Sub-merchant, and (b) (ii) the date that RNPLLC first receives an instruction to load funds into a Sub-merchant Wallet.
E. Sub-merchant acknowledges that the Dynamic Payout Sub-merchant Services are provided by RNPLLC in accordance with RNPLLC’s standards. RNPLLC reserves the right to amend, modify, and or add to the terms of these on 60 days’ notice to Sub-merchant, or such shorter time as required by Operating Regulations or applicable law, which may be delivered to AppFolio on Sub-merchant’s behalf, including if it becomes necessary to do so for regulatory or other reasons. RNPLLC shall not have any liability for delayed or declined transactions on account of any action or inaction by AppFolio, any Association, or Card issuing bank that affects the designed result of the Dynamic Payout Sub-merchant Services. Sub-merchant agrees to indemnify, defend, and hold RNPLLC harmless from any and all proceedings, losses, claims, costs, damages, demands, liabilities, and expenses whatsoever, including all reasonable legal and accounting fees and expenses and all reasonable collection costs incurred by RNPLLC (“RNPLLC Losses”), and each of its respective directors, officers, employees, affiliates and agents resulting from or arising out of Sub-merchant’s use of the Dynamic Payout Sub-merchant Services, except to the extent such RNPLLC Losses occurred due to RNPLCC’s gross negligence or willful misconduct. To the extent applicable, Dynamic Payout Sub-merchant Services are subject to the terms and restrictions of the Operating Regulations and other Association requirements for push payment transactions, RNPLLC or its affiliate’s, and/or Member Bank’s standards (which may be updated from time to time), as well as to the terms, restrictions, and conditions in these terms and conditions. The Dynamic Payout Sub-merchant Services are provided “as is”. Notwithstanding any applicable obligations of RNPLLC as a licensed money transmitter, RNPLLC PROVIDES NO, AND DISCLAIMS ALL, WARRANTIES OF ANY KIND (EXPRESS OR IMPLIED) WITH RESPECT TO THE DYNAMIC PAYOUT SUB-MERCHANT SERVICES, INCLUDING WITHOUT LIMITATION (I) THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (II) THAT THE DYNAMIC PAYOUT SUB-MERCHANT SERVICES WILL ENSURE SUB-MERCHANT, OR ITS PAYEES RECEIVE FUNDS IN AN EXPEDITED OR THE MOST EXPEDITIOUS POSSIBLE TIME-FRAME FOR ANY PARTICULAR TRANSACTION OR FOR ITS TRANSACTIONS IN THE AGGREGATE. RNPLLC’s liability related to or arising out of this RNP Agreement shall in no event exceed an amount equal to the lesser of (a) actual monetary damages incurred by Sub-merchant or (b) fees paid to and retained by RNPLLC for the particular Services in question for the one calendar month immediately preceding the date on which RNPLLC received a written notice from Sub-merchant detailing RNPLLC’s material nonperformance under this RNP Agreement. In no event shall RNPLLC be liable for lost profits, lost business or any incidental, special, consequential, or punitive damages (whether or not arising out of circumstances known or foreseeable by Sub-merchant suffered by Sub-merchant, their customers, or any third party in connection with the Dynamic Payout Sub-merchant Services provided hereunder. AS AN EXPRESS INDUCEMENT FOR RNPLLC TO ENTER INTO THIS ADDENDUM, SUB-MERCHANT ACKNOWLEDGES AND AGREES THAT THE DYNAMIC PAYOUT SUB-MERCHANT SERVICES ARE PROVIDED BY RNPLLC AND NOT APPFOLIO. IN ADDITION TO ANY OTHER RIGHTS OF RNPLLC, RNPLLC SHALL HAVE A RIGHT TO IMMEDIATELY TERMINATE RNPLLC’S OBLIGATIONS UNDER THIS RNP AGREEMENT ON NOTICE TO SUB-MERCHANT, INCLUDING WITHOUT LIMITATION BECAUSE RNPLLC IS NO LONGER PERMITTED TO PROVIDE THE MONEY TRANSMISSION SERVICES AS DESCRIBED HEREIN OR BECAUSE THE AGREEMENT BETWEEN RNPLLC AND APPFOLIO, OR APPFOLIO AND SUB-MERCHANT HAS TERMINATED.
F. Miscellaneous,
1. These terms and conditions shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware without regard to its conflicts of law provisions, and all claims relating to or arising out of this contract, or the breach thereof, whether sounding in contract, tort or otherwise, shall likewise be governed by the laws of Delaware, excluding its choice-of-law principles. The Parties hereby consent and submit to service of process, personal jurisdiction, and venue in the state and federal courts in New Castle County, Delaware, and select such courts as the exclusive forum with respect to any action or proceeding arising out of or in any way relating to this RNP Agreement, or pertaining in any way to the relationship between Sub-merchant and RNPLLC. SUB-MERCHANT AND RNPLLC HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY MATTER UNDER, RELATED TO, OR ARISING OUT OF THIS RNP AGREEMENT OR ANY TRANSACTIONS OR RELATIONSHIPS CONTEMPLATED HEREBY.
2. RNPLLC shall not be deemed to be in default under this RNP Agreement or liable for any delay or loss in the performance, failure to perform, or interruption of any Services or other responsibilities to the extent resulting, from a Force Majeure Event.
3. Unenforceable Provision. If any term or provision of this RNP Agreement or any application thereof shall be invalid or unenforceable, the remainder of this RNP Agreement and any other application of such term or provision shall not be affected thereby.
4. Notices: All notices, requests, demands and other communications to be delivered by AppFolio hereunder unless specified otherwise herein shall be in writing and shall be delivered by email to RNPLLC’s designated contact and by nationally recognized overnight carrier, registered or certified mail, postage prepaid, to RNPLLC at 8500 Governors Hill Drive, Mail Drop 1GH1Y1, Symmes Township, OH 45249-1384, Attention: General Counsel/Legal Department – Payment Facilitator.
5. Binding on Successors; Assignment. This RNP Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, administrators, successors, transferees, and assignees. Neither this RNP Agreement nor any interest herein may directly or indirectly be transferred or assigned by Sub-merchant, in whole or in part, without the prior written consent of RNPLLC. Sub-merchant will remain liable for any amounts owed under this RNP Agreement after an unauthorized transfer or assignment by Sub-merchant, even if RNPLLC continues to provide Services to such transferee or assignee.
6. Third Party Assessments. Notwithstanding any other provision of this RNP Agreement, Sub-merchant shall be responsible for all amounts imposed or assessed to AppFolio, Sub-merchants, RNPLLC, or Member Bank in connection with this RNP Agreement by third parties such as, but not limited to, the Associations. Such amounts include, but are not limited to, fees, fines, assessments, sponsorship fees, penalties, loss allocations, etc. RNPLLC or its affiliate may allocate any such amounts in a manner as it deems advisable in its sole reasonable discretion. Any changes or increases in such amounts shall automatically become effective upon notice to Sub-merchant via RNPLLC’s Service Delivery Process and shall be immediately payable by Sub-merchant when assessed.
7. Controlling Documents. This RNP Agreement (including all addenda and schedules and exhibits hereto and all documents and materials referenced herein) supersedes any and all other agreements, oral or written, between the Parties hereto with respect to the subject matter hereof, and sets forth the complete and exclusive agreement between the Parties with respect to the Dynamic Payout Services and, unless specifically provided for herein, other services are not included as part of this RNP Agreement. If there is a conflict between Operating Regulations and this RNP Agreement, the Operating Regulations shall control.
8. No Waiver. If any Party waives in writing an unsatisfied condition, representation, warranty, undertaking or agreement (or portion thereof) set forth herein, the waiving Party shall thereafter be barred from recovering, and thereafter shall not seek to recover, any damages, claims, losses, liabilities, or expenses, including, without limitation, legal and other expenses, from any other Party in respect of the matter or matters so waived. Except as otherwise specifically provided for in this RNP Agreement, the failure of any Party to promptly enforce its rights herein shall not be construed to be a waiver of such rights unless agreed to in writing. Any rights and remedies specifically provided for in any addendum or schedule or exhibit are in addition to those rights and remedies set forth in this RNP Agreement or available to the Parties at law or in equity.
9. Title to the Services. Sub-merchant agrees it is acquiring only a nontransferable, non-exclusive right to use the Services. RNPLLC shall at all times retain exclusive title to the Services, including without limitation, any materials delivered to Sub-merchant hereunder and any invention, development, product, trade name, trademark, service mark, software program, or derivative thereof, developed in connection with providing the Services or during the term of this RNP Agreement. Sub-merchant shall retain exclusive title to all trade name, trademark, service mark, software program, materials and other intellectual property or derivative thereof provided or made available by Sub-merchant under this RNP Agreement.- Modification of Agreement. Except as provided in this RNP Agreement, this RNP Agreement including any addendum or schedule or exhibit hereto shall only be modified or amended by an instrument in writing signed by an authorized representative of Sub-merchant and RNPLLC. Any changes, additions, stipulations, or deletions, including lining out, by Sub-merchant or RNPLLC, except where indicated by a space to be filled in (e.g., the space for Sub-merchant’s name and address), shall not be deemed to be agreed to or binding upon RNPLLC unless agreed to in writing in the form of an amendment signed by each Party hereto. Sub-merchant agrees that RNPLLC may amend this RNP Agreement upon reasonable notice or as permitted under the requirement to Sub-merchant via RNPLLC’s Service Delivery Process if such amendment is a requirement of applicable law or an Association.
- Headings and Construction. The headings used in this RNP Agreement are inserted for convenience only and will not affect the interpretation of any provision. Sub-merchant and RNPLLC each acknowledge that the limitations and exclusions contained in this RNP Agreement have been the subject of active and complete negotiation between the Parties and represent the Parties’ voluntary agreement. The Parties agree that the terms and conditions of this RNP Agreement shall not be construed in favor of or against any Party by reason of the extent to which any Party or its professional advisors participated in the preparation of this document.
- Authorization. Each of the Parties hereto represents and warrants on behalf of itself that it has full power and authority to enter into this RNP Agreement; that the execution, delivery and performance of this RNP Agreement has been duly authorized by all necessary corporate, limited liability company or partnership or other appropriate authorizing actions; that the execution, delivery and performance of this RNP Agreement will not contravene any applicable by-law, corporate charter, operating agreement, partnership or joint venture agreement, law, regulation, order or judgment; that execution, delivery and performance of this RNP Agreement will not contravene any provision or constitute a default under any other agreement, license or contract which such Party is bound; and, that this RNP Agreement is valid and enforceable in accordance with its terms.
- Counterparts. This RNP Agreement may be executed and delivered in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
- Facsimile and Electronic Signatures. Sub-merchant and RNPLLC agree that electronic signatures will have the same legal effect as original (i.e., ink) signatures and that an electronic, scanned, facsimile, or duplicate copy of any signatures will be deemed an original and may be used as evidence of execution.
G. Definitions.
For the purposes of this RNP Agreement, the following terms shall have the meanings set forth below. Words indicating the singular include the plural and vice versa where the context so requires:
Account shall mean one or more open checking accounts at a financial institution acceptable to RNPLLC which RNPLLC or their agents can access through the ACH system.
"ACH" shall mean the Federal Reserve System's Automated Clearing House system.
"American Express" shall mean American Express Travel Related Services Company, Inc.
"Association" shall mean VISA, Mastercard, Discover, American Express, or any Other Network, as the same are defined herein.
"Card" shall mean valid Mastercard, VISA, Discover, American Express and Other Network cards, account numbers assigned to a Cardholder, or other methods of payment accepted by RNPLLC, for which pricing is set forth in this RNP Agreement.
"Discover" shall mean Discover Financial Services, LLC.
"Force Majeure Event" shall mean, labor disputes, fire, weather or other casualty, power outages, and funding delays, however caused, governmental orders or regulations, or any other cause, whether similar or dissimilar to the foregoing, beyond a Party's reasonable control.
"Mastercard" shall mean Mastercard International, Inc.
"Member Bank" shall mean a member of VISA, Mastercard and/or Other Network, as applicable, that provides sponsorship services in connection with this RNP Agreement or AppFolio’s agreement with its acquirer.
"Operating Regulations" shall mean the (i) by-laws, operating regulations and/or all other rules, guidelines, policies and procedures of VISA, Mastercard, Discover, American Express or Other Networks, and (ii) all other generally applicable rules, regulations and requirements of Member Bank which govern any services provided under this RNP Agreement, and (iii) all state and federal laws, rules and regulations which govern or otherwise affect the activities of Sub-merchant, RNPLLC, or Member Bank, including, but not limited to, those of the National Automated Clearing House Association (“NACHA”) and the Federal Trade Commission (“FTC”), as any or all of the foregoing may be amended or in effect from time to time.
"Other Network" shall mean any network or card association other than VISA, Mastercard, Discover or American Express that is identified in the Payment Facilitator Price Schedule A or A-1 or any subsequent amendment to this RNP Agreement and in which Sub-merchant participates hereunder.
"Service" shall mean any and all services described in, or provided by RNPLLC to Sub-merchant in support of Sub-merchant’s role pursuant to this RNP Agreement.
"Service Delivery Process" shall mean RNPLLC’s then-standard methods of communication, service, and support, including but not limited to communication via an online Sub-merchant portal, email communication, statement notices, other written communications, etc.
"VISA" shall mean VISA USA, Inc.2\. eCheck (ACH) Payment Services
2\.1 eCheck (ACH) Services
2\.1.1 Online Receivables
If you subscribe to the Payments Services, you may elect to apply for inbound eCheck (ACH) payment services for online receivables (“Receivables eCheck Services”). If we approve your application, we will make the Receivables eCheck Services available to you.
2\.1.2 Online Payables
If you subscribe to the Payment Services, you may elect to apply for outbound eCheck (ACH) payment services for online payables (“Payables eCheck Services”, and, together with Receivables eCheck Services, the “ACH Services”). If we approve your application, we will make the Payables eCheck Services available to you.
Use of our Payables eCheck Services are subject to the terms of this Section 2 of the Payment Terms and that certain JHA Money Center, Inc. Online Payables eCheck Processing Services Agreement (the “eCheck Agreement”), which you executed during the online payments sign-up flow. If you require a copy of your eCheck Agreement, please contact us using the in-app messaging tool. For more information see: .2\.2 Definitions
As used in this Section 2 of the Payments Terms:
“ACH Transaction” means an electronic payment transaction originated by you or your Customer and processed through the ACH Network in the Federal Reserve System.
“Authorized Account” means the bank account or accounts as designated by you in your written application for ACH Services and/or additional bank accounts subsequently designated by you and communicated to us in writing.
“Customer” means, for purposes of this Section 2, your tenant or homeowner who submits a payment to you by means of an ACH Transaction.
“Entry” means a transaction submitted by you to us for processing by the ACH Services and further defined in the NACHA Rules.
“JHA” means Jack Henry & Associates, Inc., acting through either its (i) Profit Stars Division, our third-party payment processor for Receivables eCheck Services; or (ii) JHA Money Center, Inc. Division, our third-party payment processor for Payables eCheck Services, as applicable.
“NACHA” means the National Automated Clearing House Association.
“NACHA Rules” means the then-current rules, regulations and procedural guidelines published by NACHA and/or all regional payment alliances associated with NACHA.
“Originating Depository Financial Institution” or “ODFI” means the financial institution that receives the Entry from JHA and transmits the Entry to its ACH operator for transmittal to a Receiving Depository Financial Institution for debit or credit to your or your Customer’s account, as these terms are further defined in the NACHA Rules.
“Receiving Depository Financial Institution or RDFI” means a financial institution qualified to receive ACH Entries.
“Reject/Return” means the return of an original Entry that either could not be posted or was not able to be identified by the RDFI.
“Settlement Account” means a commercial demand deposit bank account which you have established for JHA’s access and use to settle financial payment transactions processed by JHA under the Payments Terms.2\.3 Transmittal of Entries; Timing
You hereby (i) certify that you have the authority to authorize us to initiate ACH credits and debits and adjustments to the Authorized Account(s); and (ii) authorize us to initiate ACH credits and debits and adjustments to the Authorized Account(s). This authorization will remain in effect after termination of the Payments Terms until all of your obligations to us and/or JHA have been paid in full. Confirmation from us of a credit or debit ACH transaction does not constitute a warranty that you will be paid for the transaction.
ACH files received by the processing deadline (imposed by the ODFI and the ACH operator) will be transmitted that day to the Federal Reserve Bank for settlement on the effective Entry day. Files received after the deadline will be transmitted to the Federal Reserve Bank on the next Banking Day as defined in the NACHA Rules. Notwithstanding the foregoing, delivery of funds may take up to five (5) business days to allow Reject/Return codes from the RDFI and the occurrence of Reject or Return codes due to your (or your Customers’) use of the ACH Services may result in delayed processing timelines as determined by AppFolio in its sole discretion.2\.4 Exposure Limits
We reserve the right to cease providing you the ACH Services if we (in our sole discretion) determine that your use of the ACH Services results in an unacceptable volume of Rejects or Returns. Additionally, we reserve the right to determine adjustment of fees or potential reserves or terminate your right to use the ACH Services if we (in our sole discretion) determine that other factors may affect the risk of fraud or your instability.2\.5 Recoupment and Set-Off
You shall immediately reimburse us and JHA, via a wire transfer, for any returns or shortfalls that occur in your Settlement Account. JHA reserves the right to delay the availability of funds for deposit without prior written notice to you if, in its sole discretion, JHA deems itself at financial or relative risk for any and all ACH Services performed under the Payments Terms.
You hereby acknowledge and agree that JHA shall have a right of setoff against: (i) any amounts JHA would otherwise be obligated to deposit into your account and (ii) any other amounts JHA may owe you under the Payments Terms.2\.6 Representations and Warranties
2\.6.1 We represent and warrant to you that the ACH Services will be performed consistent with ACH transaction processing industry standards and in accordance with the NACHA Rules and Applicable Laws. In the event that you discover an error in the ACH Services that has been caused by us or JHA, and you notify us of the existence and details of the error within 30 days of the posting of the transaction, we shall use commercially reasonable efforts to correct the error within a reasonable time.
EXCEPT FOR THE FOREGOING WARRANTY, WE MAKE NO OTHER WARRANTIES FOR THE ACH SERVICES AND DISCLAIM ANY AND ALL PROMISES, REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE ACH SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
We do not guarantee the completeness or accuracy of the information provided from a third-party database. We shall have no liability to you for any invalid Customer information provided by you or Entries returned unpaid.
2\.6.2 You represent and warrant to us that:
(a) all Entries submitted to us for processing will comply with Applicable Laws and the NACHA Rules;
(b) in connection with all activities covered by the Payments Terms, you will comply with (i) all NACHA Rules and (ii) all Applicable Laws, including, but not limited to, the Federal Fair Credit Reporting Act, Regulation E, Regulation CC, Articles 4 and 4A of the Uniform Commercial Code, the Electronic Fund Transfer Act and the sanctions programs administered by the Office of Foreign Assets Control (OFAC);
(c) all information you provide in your initial application and supporting documentation, and in all subsequent updates thereto, will be valid, complete, accurate and up-to-date when given;
(d) the individual(s) who sign and submit the application for the ACH Services, and all future updates to the application and supporting documentation, will have the legal authority to make and bind you to the agreements, warranties and commitments stated in the Payments Terms and the application submitted on your behalf;
(e) you have verified or will verify the accuracy of transactions processed or payments collected via the ACH Services;
(f) you have secured all necessary permissions, consents, licenses, waivers and releases for the processing of the ACH Services and each part thereof; and
(g) you will not generate transactions that violate any Applicable Law.2\.7 Excluded Services
It is our policy not to provide the ACH Services to any person or organization whose use of the ACH Services involves or pertains to any activity which is illegal under Applicable Law or involves an activity or business with which we decline to accept and conduct business generally (“Excluded Activity or Activities”). As such, you warrant that you will not use the ACH Services to conduct any of the Excluded Activities, which include but are not limited to the following: (a) check advance, check cashers or money services businesses (MSBs), (b) credit repair services, debt consolidation and forgiveness programs, (c) government grant or will-writing kits, (d) internet gambling or accepting payments in connection with internet gambling, (e) internet pharmaceutical sales, (f) internet tobacco or firearms sales, (g) magazine subscriptions, (h) organizations residing outside of North America or U.S. Territories, (i) outbound telemarketing, (j) payday, subprime loan business or predatory consumer lending businesses, (k) pornography or other sexually-oriented business, (l) prepaid vacation/timeshare solicitation services, (m) psychic or horoscope consultation services, (n) sweepstakes, (o) bank drafts, remotely created checks or electronically created payment orders, (p) international ACH transactions (IAT), (q) shell banks, (r) used car dealerships exporting cars, (s) foreign businesses importing cars, (t) title loan businesses, (u) embassy/foreign consulate/foreign mission accounts, (v) cannabis products, (w) crowdfunding, (x) consumer debt collection agencies, (y) cryptocurrency businesses, and (z) any other activity which we deem, in our sole discretion, to adversely reflect on our reputation.
You acknowledge that we reserve the right to reject any proposed Authorized Account or to refuse to process a transaction in connection with the use of the ACH Services in conjunction with any Excluded Activity, as determined in our sole discretion.3\. Check Scanning Services
3\.1 Check Scanning Services
If you subscribe to the Payments Services, you may elect to apply for check scanning services (“Check Scanning Services”). If we approve your application, we shall make the Check Scanning Services available to you.3\.2 Definitions
As used herein in this Section 3 of the Payments Terms:
“Authorized Account” means the bank account or accounts designated by you in your written application for Check Scanning Services and/or additional bank accounts subsequently designated by you and communicated to us in writing.
“Bank of First Deposit” means the financial institution that originates a transaction on behalf of its customers.
“Check 21 Rules” means the rules and regulations pertaining to Transactions, including but not limited to the Check Clearing for the 21st Century Act or Check 21 Act.
“JHA” means Jack Henry & Associates, Inc., acting through its Profit Stars Division, our third-party payment processor for Check Scanning Services.
“Reject/Return” means any item, which cannot be processed and is being returned by the paying bank to the Bank of First Deposit for correction or re-initiation.
“Settlement Account” means a commercial demand deposit bank account which you have established for JHA’s access and use to settle financial payment transactions processed by JHA under the Payments Terms.
“Transaction” means a Check 21 debit transaction, including any data for such transaction.3\.3 Transmittal of Entries; Timing
You hereby authorize us to initiate debits and adjustments to the Authorized Account(s). This authorization will remain in effect after termination of the Payments Terms until all of your obligations to us and/or JHA have been paid in full. Confirmation from us of a Transaction does not constitute a warranty that you will be paid for the Transaction. Neither AppFolio nor JHA shall be liable for any delay by the Federal Reserve System or paying bank in processing any Transaction that you originate or for the failure of any other parties to any Transaction to process or debit the Transaction.3\.4 Exposure Limits
We reserve the right to cease providing you the Check Scanning Services if we (in our sole discretion) determine that your use of the Check Scanning Services results in an unacceptable volume of Rejects or Returns. Additionally, we reserve the right to determine adjustment of fees or potential reserves or terminate your right to use the Check Scanning Service if we (in our sole discretion) determine that other factors may affect the risk of fraud or your instability.3\.5 Recoupment and Set-Off
You shall immediately reimburse us and JHA for any returns or shortfalls that occur in your Settlement Account. JHA reserves the right to delay the availability of funds for deposit without prior written notice to you if, in its sole discretion, JHA deems itself at financial or relative risk for any and all Check Scanning Services performed under the Payments Terms.
You hereby acknowledge and agree that JHA shall have a right of setoff against: (i) any amounts JHA would otherwise be obligated to deposit into your account and (ii) any other amounts JHA may owe you under the Payments Terms.3\.6 Representations and Warranties
3\.6.1 We represent and warrant to you that the Check Scanning Services will be performed consistent with applicable transaction processing industry standards and in accordance with Check21 Rules and Applicable Laws. In the event that you discover an error in the Check Scanning Services that has been caused by us or JHA, and you notify us of the existence and details of the error within 30 days of the posting of the transaction, we shall use commercially reasonable efforts to correct the error within a reasonable time.
EXCEPT FOR THE FOREGOING WARRANTY, WE MAKE NO OTHER WARRANTIES FOR THE CHECK SCANNING SERVICES AND DISCLAIM ANY AND ALL PROMISES, REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE CHECK SCANNING SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
We do not guarantee the completeness or accuracy of the information provided from a third-party database.
3\.6.2 You represent and warrant to us that:
(a) each Transaction will be accurate, timely, and authorized by the party whose account will be debited, and will otherwise comply with the Check21 Rules;
(b) in connection with all activities covered by the Payments Terms, you will comply with (i) all then-current Check21 Rules, and (ii) all Applicable Laws, including, but not limited to, the Electronic Fund Transfer Act, Regulation E, and Article 4A of the Uniform Commercial Code;
(c) each Transaction will be for the sum which, on the settlement date with respect to such Transaction, is owed to you from the party whose account will be debited;
(d) you will not use the Check Scanning Services to deposit any original paper check more than once;
(e) all checks processed using the Check Scanning Services will conform to the requirements of the Payments Terms and your deposit agreement with your bank; and
(f) you will review and validate the accuracy and completeness of the check data being captured by the Check Scanning Services, including, but not limited to, the amount of the check and the legibility of the check image generated.3\.7 Security Procedures
You must use the Check Scanning Services with operating systems which are either certified by JHA to operate with the Check Scanning Services or meet the minimum technical operating environment requirements published by JHA. You shall retain all original checks in a locked and secure environment until a completed Transaction is confirmed (which typically occurs in two weeks or less) after which time you shall shred original checks.4\. Bill Pay Services
4\.1 Bill Pay Services
If you receive Payments Services, you may elect to electronically submit check and invoice data to Jack Henry & Associates, Inc., acting through its Profit Stars Division (“JHA”), for check printing and mailing in connection with the payment of your bills or invoices (the “Bill Pay Services”). JHA will (a) format and laser print checks based on the data you submit utilizing laser MICR printers, (b) insert those checks into envelopes, and (c) deposit those checks with the U.S. Postal Service for standard mailing. Checks will be drawn on those bank accounts provided by you and which have been underwritten and credentialed as part of the Payments Services. Checks will bear the routing and account number of the associated financial institution. Undeliverable checks will be returned to your address. AppFolio and JHA shall have no responsibility with respect to returned items, and neither AppFolio nor JHA warrant or in any way guarantee payment to the proposed recipient of the funds.4\.2 Representations and Warranties
We represent and warrant to you that the Bill Pay Services will be performed in a commercially reasonable manner. In the event that you discover an error in the Bill Pay Services that has been caused by us or JHA, and you notify us of the existence and details of the error within 30 days of the posting of the transaction, we shall use commercially reasonable efforts to correct the error within a reasonable time.
EXCEPT FOR THE FOREGOING WARRANTY, NEITHER WE NOR JHA MAKES ANY OTHER WARRANTIES FOR THE BILL PAY SERVICES AND WE HEREBY EXPRESSLY DISCLAIM ANY AND ALL PROMISES, REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE BILL PAY SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
We shall have no liability to you for any invalid information provided by you or for any returned items.
You further warrant, represent and covenant to us that (a) you have verified or will verify the accuracy of information sent via the Bill Pay Services, (b) you have secured all the necessary permissions, consents, licenses, waivers and releases for the processing of the Bill Pay Services and each part thereof, and (c) you will not generate transactions that violate Applicable Law or applicable rules.5\. Cash Transaction Payment Services
5\.1 Cash Transaction Payment Services
If you subscribe to the Payments Services, you may elect to enable cash transaction payment services (“Cash Transaction Payment Services”). The Cash Transaction Payment Services are made available to you pursuant to an agreement between us and our third-party service provider, PayNearMe MT, Inc. (“PayNearMe”). PayNearMe is an intended third-party beneficiary of this Section 6 of the Payment Terms.5\.2. Agreements
In connection with your use of the Cash Transaction Payment Services, you agree that: (a) PayNearMe, its payment locations, and we are authorized to receive cash payments on your behalf (i.e., act as agents for the limited purpose of receiving payments); (b) PayNearMe will remit payments to you, less commissions as well as any applicable transaction taxes that are obliged to be withheld and remitted to authorities; (c) we may share information with PayNearMe as may be necessary, in our sole discretion, to enable PayNearMe to perform the Cash Transaction Payment Services; (d) receipt of funds by a payment location on your behalf from any person using the Cash Transaction Payment Services (a “User”) is deemed receipt of funds by you and will satisfy the obligations owed to you in the amount of the applicable payment by the User, even if PayNearMe fails to remit such funds to you (i.e., the User is not at risk of having to pay twice); (e) your recourse for any non-remittance of funds received by PayNearMe on behalf of third parties on your behalf is against us; (f) the receipt issued by the payment location will identify you as the recipient of the payment and may identify us as well; (g) you have no, and will not assert any, claim for payment against any User after User’s payment at any payment location and you will not allow or take any action that is adverse to User in connection with such payment; (h) either we or PayNearMe can elect to terminate the Cash Transaction Payment Services or suspend the initiation of new payment transactions at its sole discretion, until such time as the suspending party agrees to resume processing; (i) you will not use any payment location names, marks or logos; and (j) you will not engage in or aid and abet any fraud, theft, abuse, and/or illegality in the use of the Cash Transaction Payment Services and will cooperate with PayNearMe and us in any investigation into such activities, including without limitation, by immediately responding to requests for information concerning payments or transactions.6\. Term And Termination
6\.1 Term
The term of the Payments Terms shall be conterminous with your subscription to the Payments Services.6\.2 Early Termination
Notwithstanding anything to the contrary herein, we may terminate or suspend the Payments Terms and your access to the Payments Services, in whole or in part, prior to the expiration of the term in the event of any of the following:
6\.2.1. You breach the Payments Terms and, if such breach is capable of cure, fail to cure within five (5) days of notification of breach.
6\.2.2. You become insolvent, enter into reorganization or bankruptcy, make a general assignment for the benefit of creditors, admit in writing your inability to pay debts as they mature, or suffer or permit the appointment of a receiver, any of which in our judgment impairs your ability to perform your responsibilities under the Payments Terms.
6\.2.3. There is a deterioration or other materially negative change in your business or financial status or structure that increases the financial risk to us or our service providers in providing you the Payments Services.
6\.2.4. There is a change in Applicable Laws, NACHA Rules (as defined in Section 2.2), Check 21 Rules (as defined in Section 3.2), Card Brand Rules, or our third-party agreements that restricts or prohibits us from providing the Payments Services or increases our cost in providing the Payments Services.
6\.2.5 You utilize the Payments Services in conjunction with an Excluded Activity or Prohibited Transaction or in violation of Applicable Law or Card Brand Rules.
6\.2.6. For any other reason expressly identified in the Payments Terms or our policies and procedures made available to you.
In the event we terminate the Payments Terms prior to the expiration of its term, we will provide you with notice of such termination, and termination will become effective on your receipt of notice.7\. Limitations of Liability
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL WE, JHA, THE ODFI, THE BANK OF FIRST DEPOSIT, BANK, PAYNEARME, OR ANY OF OUR OR THEIR RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS, BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL THEORY FOR LOST PROFITS, LOST REVENUES, LOST BUSINESS OPPORTUNITIES, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER ANY PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY, IN WHICH CASE LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, OUR, JHA’S, THE ODFI’S, THE BANK OF FIRST DEPOSIT’S, AND BANK’S CUMULATIVE LIABILITY FOR ALL LOSSES, CLAIMS, SUITS, CONTROVERSIES, BREACHES OR DAMAGES FOR ANY CAUSE WHATSOEVER ARISING OUT OF OR RELATED TO THE PAYMENTS SERVICES AND REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY AND WHETHER OR NOT ARISING IN CONTRACT OR TORT SHALL NOT EXCEED THE FEES PAID BY YOU TO US FOR PAYMENTS SERVICES DELIVERED UNDER THE PAYMENTS TERMS FOR THE THREE (3) MONTHS PRIOR TO THE TIME THE LIABILITY AROSE, SUCH AMOUNT NOT TO EXCEED FIFTY THOUSAND DOLLARS ($50,000).8\. Indemnification
In addition to your indemnification obligations in the Terms of Service, you will indemnify, defend and hold harmless the AppFolio Parties, JHA, the ODFI, the Bank of First Deposit, and Bank from and against Costs, incurred by the AppFolio Parties, JHA, the ODFI, the Bank of First Deposit, and/or Bank arising out of (i) your breach of the Payments Terms (including any of your representations, warranties, covenants or obligations under the Payments Terms), the NACHA Rules, the Check 21 Rules, the Card Brand Rules, or Applicable Laws; (ii) in connection with the ACH Services, return of an Entry due to incorrect or incomplete data or information provided by you in the submission of the Entry to us, a closed Customer account, or insufficient funds in the Customer account, (iii) in connection with the Check Scanning Services, Check21 debit transactions processed by JHA, (iv) fraudulent activity, wrongful or unauthorized use of the Payments Services, or submission of fraudulent or illegal entries by you or a third party who has gained access to the Payments Services through the use of your Services account, (v) your use of the Payments Services pursuant to the Payments Terms or any of your acts, omissions, cardholder disputes and other cardholder customer service-related issues caused by you, (vi) your business or your clients, and (vii) any sales transactions submitted by you under the Payments Terms.9\. Information Reporting
Internal Revenue Service (“IRS”) and State regulations require that AppFolio file Form 1099-K to report payment volume information for customers that meet certain Federal and/or State thresholds in a calendar year. You acknowledge and agree that if you use AppFolio Payment Services to collect funds and you meet such thresholds in a calendar year, AppFolio will send you a Form 1099-K. The total number of transactions and total dollar amount of transactions are reported based on the Taxpayer Identification Number (“TIN”) you provide to AppFolio when you apply for AppFolio Payment Services. You agree to keep us updated, by promptly submitting a support request, with any changes to your contact information (e.g., physical address, e-mail, phone number, etc.), legal name, and/or TIN so that we can report accurate information to the IRS.10\. Security Procedures; Confidentiality
You agree to comply with the procedures established by us for security as are communicated to you either orally or in writing, including the confidentiality provisions of the Terms of Service, and will contact us immediately if you have reason to believe that confidentiality has been or is likely to be breached.11\. Use of Service; Non-Compliance
Notwithstanding any contrary provision in the Payments Terms, the Payments Services are to be utilized solely by property management companies located and operating in the United States to facilitate payments for property management purposes. Consumer transactions, including payroll processing, are expressly prohibited. Non-compliance with the Payments Terms could result in you being assessed noncompliance fines and/or cessation of your access to the Payments Services in whole or in part. We reserve the right to refuse to process any transaction or transactions that we deem, in our sole discretion, to violate the Payments Terms.