I. AppFolio Investment Management Terms of Service

II. AppFolio Investment Management Website Terms

III. AppFolio Investment Management Payment Terms

I. APPFOLIO INVESTMENT MANAGEMENT TERMS OF SERVICE

Last Updated: September 29, 2021

Welcome to AppFolio Investment Management! Please carefully review these AppFolio Investment Management Terms of Service (these “Terms of Service”), as they contain important information about your legal rights, remedies and obligations.  When these Terms of Service mention “AppFolio IM”, “we”, “us”, or “our”, it refers to AppFolio Investment Management, Inc., together with its parent company, AppFolio, Inc. By subscribing to or using any of our Services (as defined below), you agree to comply with and be bound by these Terms of Service. Any terms contained in your order form will supersede these Terms of Service.

These Terms of Service constitute a legally binding agreement between you and AppFolio IM governing your access to and use of the Services. Your access to and use of the Services are also governed by (i) the terms set forth in your order form and/or online sign-up flow, (ii) the AppFolio Investment Management Website Terms, (iii) the AppFolio Investment Management Payment Terms, and (iv) any other policies applicable to your use of the Services that we make available, each of which is incorporated by reference into these Terms of Service. AppFolio IM respects your privacy. Please consult our Privacy Policy for more information on how we collect, use and share your personal information for our own purposes (but note that our Privacy Policy is not a part of these Terms of Service and may be changed from time to time). By agreeing to these Terms of Service, you acknowledge and consent to the collection, use, sharing and disclosure of your personal information and data as described in our Privacy Policy, as may be modified from time to time.

1. Scope of Services. We offer, through our proprietary software as a service platform, a suite of real estate investment management hosted software services, which includes our core real estate investment management software solution as well as certain value-added services to which you may subscribe (collectively, the “Service(s)”). To subscribe to a Service, you must sign an order form, which identifies the Service to which you have subscribed, additional subscription terms, and the fees payable by you to AppFolio IM for that Service. By subscribing to the Service, you may access and use the Service for the purpose of managing your real estate investment firm and/or your investor relationships. You are only entitled to use the Services for which you have subscribed and paid, and your use of the Services is subject to your compliance with these Terms of Service. We reserve the right to modify the Services (or any part thereof) from time to time and we are not liable to you or to any third party for any modification of the Services.

1.1. Intended Use.  The Service is designed and intended to be used by real estate investment firms in the United States. Your use of the Service for any other purpose or in any other manner is prohibited and at your own risk.

1.2. No Professional Advice.  AppFolio IM is not a registered broker-dealer, funding portal, investment manager, investment advisor, or any other type of investment company and does not conduct any activity that would require registration as such. AppFolio IM does not provide investment advice, does not perform any broker-dealer activities, and is not engaged in investment management. Further, AppFolio IM does not provide legal, tax, or professional advice.

1.3. Expanding the Services. You may subscribe to additional Services, including any new value-added services made available by AppFolio IM from time to time, or increase your existing subscription by executing an order form or completing an additional online sign-up flow, as applicable. Each new order form or sign-up flow will include the price and billing date(s) of the Services being added at that time. All new Services are subject to these Terms of Service.

1.4. Migration of Data. You and AppFolio IM will determine in advance of implementation the amount of data, number of data sources and other considerations applicable to the data migration process, if applicable. You will be responsible for providing data in a format deemed acceptable to AppFolio IM and will provide materials and reasonable assistance (as identified by AppFolio IM) for the migration of your data. You represent and warrant that you are the rightful owner of your data and have the requisite authority to perform the migration of such data. You will retain all right, title and interest in and to your data. If the migration of your data and materials is not completed on the scheduled date we mutually agreed upon on two or more occasions, we reserve the right to charge you for additional Onboarding Fees (as defined below) at our sole discretion.

1.5. Set-Up and Configuration. You are solely responsible for determining the appropriate set-up and configuration of the Services. In the event you request we provide assistance in the set-up or configuration of the Services, without in any way limiting Section 8.2, we make no representations or warranties with respect to any changes we may make or work we may perform on your behalf and at your request.

2. Modification of These Terms of Service. We work constantly to improve our Services and develop new features to make our Services better for our customers. As a result, we may need to change these Terms of Service from time to time to accurately reflect our Services and practices. If we do, those revised Terms of Service will supersede prior versions. Unless we say otherwise, changes will be effective upon the “Last Updated” date located at the top of this page. We agree that changes cannot be retroactive. We will provide you advance notice of any material changes to these Terms of Service. For any other changes, we will publish the revised Terms of Service and update the “Last Updated” date above. We hope that you will continue to use our Services, but if any changes materially impact you or your business and you object to any changes, you may terminate your subscription to the Services according to the terms herein. Your continued use of the Services constitutes your acceptance of any revisions.

3. Customer Support. We will use commercially reasonable efforts to provide complimentary technical support services to you and your authorized users of the Services. Unlimited cases are accepted from authorized users. Our standard support is available Monday through Friday from 5:00 a.m. - 5:00 p.m. Pacific Time (8:00 a.m. - 8:00 p.m. Eastern Time), excluding major holidays, which include Memorial Day, Independence Day, Labor Day, Thanksgiving, Christmas, and New Year’s Day. You may contact customer support by submitting a request through our Help Center, or by emailing us at support@appfolioinvestmentmanagement.com.

4. Training. We will make available remote, live or recorded training sessions to you and your authorized users, as well as provide tutorials which are accessible via the Help Articles and Training Sessions sections of our website at no additional charge.

5. Your Rights and Restrictions.

5.1 Authorization to Use the Services. Subject to (i) your timely payment of all fees set forth in the order form and (ii) your compliance with these Terms of Service, we authorize you, on a non-exclusive, non-transferable, and limited basis, to use (and permit your authorized users to use) the Services to which you have subscribed solely for your internal business purposes in accordance with Section 1.1 (Intended Use) above.

5.2 Authorized Users. You (i) are responsible for your authorized users’ compliance with these Terms of Service, and (ii) will use commercially reasonable efforts to prevent unauthorized access to or use of the Services. If the authorized status of a user changes, it is your responsibility to promptly remove such user’s access to the Services . Third parties that compete directly with us are not permitted to access or use the Services or any application programming interface we may make available to you. We reserve the right to disable or delete access to the Services and any application programming interface for any of your authorized users that we deem to be direct competitors, as determined in our sole discretion.

5.3 Your Responsibilities; Use of the Services In Compliance With Laws. The Services contain various tools and workflows that assist you in the conduct of your business. We do not make any representations or warranties that your use of the Service will satisfy or ensure compliance with any legal obligations or applicable laws, rules, or regulations.  For example, you may be able to use the Services to, among other things, text, email, and accept investments from individuals. Such activities can be highly regulated, and while we assist you in carrying out such activities, you are solely responsible for ensuring compliance with all applicable laws and regulations including, without limitation, investment management, investment advisor, and Securities and Exchange Commission regulations and registration requirements.  You acknowledge and agree to use the Services only for purposes that are legal, proper and in accordance with these Terms of Service and any applicable laws, rules or regulations (including without limitation the Securities Act of 1933, the Securities and Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisers Act of 1940 (each as amended), any applicable “Blue Sky” laws, any other applicable United States federal or state securities laws, regulations and rules, and any securities exchange or self-regulatory organization’s rules or regulations).

You are responsible for all activities that occur under your account or by your authorized users. Without limiting the foregoing, you will (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all data that you submit to the Services; (ii) use commercially reasonable efforts to prevent unauthorized control or tampering or any other unauthorized access to, or use of, the Services and notify us immediately of any unauthorized use or security breach; (iii) comply with all applicable local, state, federal, and foreign laws (including laws regarding privacy and protection of personal or consumer information) in using the Services; and (iv) obtain and maintain all computer hardware, software and communications equipment needed to access the Services and pay all access charges (e.g., ISP fees) incurred by you in connection with your use of the Services.

5.4 Your Restrictions.  You may not, and you will ensure your authorized users do not, (i) disassemble, reverse engineer, decompile or otherwise attempt to decipher any code in connection with the Services, or modify, adapt, create derivate works based upon, or translate the Services; (ii) license, sublicense, sell, rent, assign, distribute, time share transfer, lease, loan, resell for profit, distribute, or otherwise commercially exploit, grant rights in or make the Services or any content offered therein available to any third party; (iii) use the Services except as expressly authorized under these Terms of Service or in violation of any applicable laws; (iv) engage in any illegal or deceptive trade practices with respect to the Services; (v) circumvent or disable any security or other technical features or measures of the Services or any other aspect of the software or, in any manner, attempt to gain unauthorized access to the Services or its related computer systems or networks; (vi) use the Services to transmit infringing, libelous, obscene, threatening, libelous, or otherwise unlawful, unsafe, malicious, abusive or tortious material, or to store or transmit material in violation of third-party privacy rights; (vii) use the Services to store or transmit any viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs or to send spam or otherwise duplicative or unsolicited messages; (viii) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein; (ix) use any robot, spider, or other automated device, process or means to access, retrieve, scrape or index any portion of the Services; or (x) reformat or frame any portion of the Services.

Although we have no obligation to monitor your use of the Services, we may do so at our discretion and may prohibit any use of the Services we believe may be (or is alleged to be) in violation of these Terms of Service or applicable laws and regulations.

5.5 Reservation of Rights. No other rights are granted except as expressly stated in these Terms of Service, and nothing herein conveys any rights or ownership or license in, or to, the Services or any underlying software or intellectual property. We own all right, title and interest, including all intellectual property rights, in and to the Services and the underlying software, and any and all updates, upgrades, modifications, enhancements, improvements or derivative works thereof, and in any idea, know-how, and/or program(s) developed by us or our authorized users during the course of performance of the Services.

6. Term and Termination.

6.1 Term. The term of the Services will be set forth on the order form, and will automatically renew for successive one (1) year terms, as set out on the order form, unless we discontinue the Service or you provide us with notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term.

WRITTEN NOTICE OF NON-RENEWAL BY YOU MUST BE SUBMITTED TO EITHER:
(i) AppFolio Investment Management, Inc., c/o AppFolio, Inc., 50 Castilian Drive, Santa Barbara, CA 93117, Attn.: Billing Department; or (ii) billing@appfolio.com.

6.2 Termination. Either party may terminate any subscription to Services (i) if the other party breaches any of its obligations under these Terms of Service and such breach is not cured within thirty (30) days of receipt of notice from the non-breaching party, or (ii) if the other party becomes insolvent or bankrupt, is liquidated or dissolved, or ceases substantially all of its business. Notwithstanding the foregoing, we may immediately terminate your subscription to the Services if: (a) you materially breach these Terms of Service, as determined by us in our sole and absolute discretion; (b) we reasonably believe that you may be associated with conduct that is illegal, fraudulent, or that could otherwise cause a real risk of harm to us or others (whether financial, legal, business or reputational harm); or (c) upon the request of any of our financial service providers. Upon termination of your subscription, you will immediately discontinue all use of the Services, cease to represent that you are a user of the Services, and destroy all our Confidential Information (as defined in Section 9 below) in your possession. Neither party will be liable for any damages resulting from a valid termination of any subscription(s) to Services; provided, however, that termination will not affect any claim arising prior thereto.

6.3 Handling of Your Data in the Event of Termination. You agree that following expiration or termination of any of your subscriptions to the Services, we may immediately deactivate the affected Services and that, following a reasonable period, we may delete your account and data. However, in the event that the Services are terminated by us, we will grant you temporary, limited access to the Services, not to exceed thirty (30) days, for the sole purpose of permitting you to retrieve your proprietary data, provided that you have paid in full all undisputed amounts owed to us. You further agree that we will not be liable to you or to any third party for any termination of your access to the Services or deletion of your data, provided that we are in compliance with the terms of this Section 6.3.

6.4. Termination for Convenience; Early Termination Fee. You may terminate your subscription to the Services for convenience at any time by providing thirty (30) days’ prior written notice to AppFolio IM; provided, however, that if you terminate your subscription prior to the end of its term under this Section 6.4, then you will pay to AppFolio IM an early termination fee equal to fifty percent (50%) of the Service Fees (as defined below) payable for the remaining period of your subscription, calculated on a pro rata basis (the “Early Termination Fee”). You hereby expressly acknowledge and agree that AppFolio IM shall have the right to charge the Early Termination Fee to the payment method associated with your AppFolio Investment Management account. Further, you will not be entitled to a refund of any pre-paid amounts under any circumstances.

7. Fees.

7.1 Service Fees. You will pay certain non-refundable fees for the Services in the amount set forth on the order form (the “Service Fees”) and according to the billing frequency stated therein. Service Fees are due and payable on the date of the invoice. We may increase Service Fees from time to time by providing you with no less than thirty (30) days advance notice; provided, however, the Service Fees for any Service subject to a fixed term, will only be increased at the time of renewal of your subscription to such Service. Service Fees are non-refundable if you terminate your subscription early.

7.2 Onboarding Fees. You will pay certain non-refundable fees for implementation and data migration in the amount set forth on the order form (the “Onboarding Fees”) The Onboarding Fees are due and payable by you on the date of the invoice. Onboarding Fees are non-refundable unless we fail to complete the implementation for reasons other than your failure to provide us with the requested data or other information or assistance required to complete such implementation.

7.3 Additional Fees. You may incur certain other non-refundable fees or charges for your use of the Services, including certain value-added services, in addition to those fees set forth on the order form (the “Additional Fees”). Any Additional Fees will be set forth on the order form for such service.

7.4 Late Payments. You acknowledge that your failure to pay any Service Fees or Additional Fees when due may result in suspension or termination of your subscription to the Service. If you fail to pay any of the fees or charges due hereunder, AppFolio IM reserves the right to, among other things, engage an attorney or a collections agency to collect the delinquent fees and charges. You agree to pay all fees and costs incurred by AppFolio IM in connection with the collection of such delinquent amounts, including without limitation, any and all court and related costs, attorneys’ and/or collections agencies’ fees plus interest in an amount equal to the lesser of 1.0% per month or the maximum rate permitted by applicable law.

7.5 Taxes. You  are responsible for all sales tax, use tax, value added taxes, withholding taxes and any other similar taxes and charge of any kind imposed by federal, state or local governmental entity on the transactions contemplated by these Terms of Service. When we have the legal obligation to pay or collect taxes for which you are responsible pursuant to this Section, the appropriate amount will be invoiced to and paid by you unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority.

8. Representations and Warranties; Disclaimer.

8.1 Representations and Warranties. You represent and warrant that (i) you have all necessary authority to enter into and perform your obligations under these Terms of Service without the consent of any third party or breach of any contract or agreement with any third party; (ii) you will use the Services only for lawful purposes in accordance with these Terms of Service and any and all applicable AppFolio IM policies and guidelines made available to you; and (iii) each offering that you display to prospects and/or investors within AppFolio Investment Management are structured to qualify as an exempt investment entity under the Investment Company Act of 1940, as amended, which provides an exemption from registration for a private investment company.

8.2 Disclaimer of Warranties. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, IN LAW OR FROM A COURSE OF DEALING OR USE OF TRADE, AS TO ANY MATTER, INCLUDING THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SOFTWARE OR THE SERVICES WILL MEET ALL OF YOUR REQUIREMENTS OR THAT THE USE OF THE SOFTWARE OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. THE SOFTWARE AND SERVICES ARE PROVIDED TO YOU ON AN “AS IS” BASIS AND YOUR USE OF SOFTWARE AND SERVICES IS AT YOUR OWN RISK, INCLUDING, WITHOUT LIMITATION, COMPLIANCE WITH ANY LAWS, RULES OR REGULATIONS. THE PARTIES EXPRESSLY ACKNOWLEDGE THAT THE DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THE AGREEMENT. WE HEREBY EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS, RULES OR REGULATIONS. THIS DISCLAIMER APPLIES TO BUT IS NOT LIMITED TO ANY FEDERAL OR STATE STATUTES OR REGULATIONS THAT MAY BE APPLICABLE TO YOU. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICES IS IN ACCORDANCE WITH APPLICABLE LAW.

IF YOU ARE DISSATISFIED WITH THE SERVICES OR THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO STOP USING THE SERVICES.

9. Confidential Information. Neither party shall disclose to any third party any information or materials provided by the other party hereunder and reasonably understood to be confidential (“Confidential Information”) without the other party’s prior written consent, except as otherwise expressly permitted under these Terms of Service; provided, however, AppFolio IM may use and disclose your Confidential Information (in accordance with our Privacy Policy) as necessary to provide the Services. The foregoing restrictions do not apply to (i) any information that is in the public domain or already in the receiving party’s possession, (ii) was known to the receiving party prior to the date of disclosure, (iii) becomes known to the receiving party thereafter from a third party having an apparent bona fide right to disclose the information, or (iv) Confidential Information that the receiving party is obligated to produce pursuant to a court order or a valid administrative subpoena, providing receiving party provides disclosing party of timely notice of such court order or subpoena (unless receiving party is legally precluded from providing such notice).

You agree to ensure that your authorized users keep all passwords and other access information to the Services in strict confidence.

This Section 9 will survive termination or expiration of your subscription to the Services.

10. Indemnification.

10.1 Our Indemnification.  We agree to defend, indemnify, and hold you harmless from and against all claims brought or threatened against you by a third party alleging that a provision of the Services as permitted hereunder infringes or misappropriates a third party copyright, trade secret, trademark or patent (“Infringement Claim”). If your use of the Services has become, or in our opinion is likely to become, the subject of any Infringement Claim, we may, at our option and expense: (i) procure for you the right to continue using the Services as set forth herein; (ii) modify the Services to make them non-infringing; or (iii) if the foregoing options are not reasonably practicable, terminate these Terms of Service and refund you any unused pre-paid Service Fees. This Section 10.1 states your exclusive remedy for any claim by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates a third party copyright, trade secret, trademark or patent. The indemnification obligations in this Section will survive termination or expiration of your subscription to the Services.

10.2. Limitations.  We have no liability or obligation with respect to any costs or damages claimed under Section 10.1 if the Infringement Claim arises out of or is in any manner attributable to (i) any modification of any Services by you (or any of your authorized users), or (ii) use of Services in combination with services and products not provided by AppFolio IM if such infringement would have been avoided without such modification or combination, or (iii) our compliance with your designs or instructions(each an “Excluded Claim”).

10.3 Your Indemnification. You agree to defend, indemnify, and hold us and all our affiliates, employees, officers, directors, contractors, agents, licensors, successors and assigns (collectively, the “AppFolio Parties”) harmless from any and all claims, judgments, awards, demands, suits, proceedings, investigations, damages, costs, expenses, losses, and any other liabilities (including reasonable attorneys’ fees, court costs and expenses) arising out of or relating to (i) your use of the Services in violation of these Terms of Service, (ii) an Excluded Claim, (iii) any actual or alleged breach by you of any representation, warranty, covenant or obligation under these Terms of Service, or (iv) your gross negligence or willful misconduct. Your indemnification obligations under this Section 10.3 will survive any termination or expiration of your subscription to the Services.

10.4 Conditions of Indemnification. The indemnification obligations under this Section 10 above are conditioned upon (i) the indemnified party notifying the indemnifying party promptly in writing upon knowledge of any claim for which it may be entitled to indemnification hereunder; (ii) to the extent applicable, the indemnified party ceasing use of the claimed infringing Services upon receipt of notice of an Infringement Claim; (iii) the indemnified party permitting indemnifying party to have the sole right to control the defense and settlement of any such claim (provided that the indemnifying party may not settle any claim without the indemnified party’s consent unless the settlement unconditionally releases the indemnified party from all liability); (iv) the indemnified party providing reasonable assistance to the indemnifying party, at the indemnifying party’s expense, in the defense of such claim; (v) the indemnified party not entering into any settlement agreement or otherwise settling any such claim without indemnifying party’s express prior written consent or request (except as set forth in (iii) above); and (vi) the indemnified party complying with any settlement or court order made in connection with the claim (e.g., related to the future use of any infringing materials). For clarity, the indemnified party may participate in the defense or settlement of a claim with counsel of its own choice and at its own expense.

11. Limitation on Liability. EXCEPT IN CONNECTION WITH EITHER PARTY’S (I) INDEMNIFICATION OBLIGATIONS PURSUANT TO THIS AGREEMENT, (II) YOUR PAYMENT OBLIGATIONS PURSUANT TO SECTION 7 (FEES), (III) BREACH OF SECTION 5.3 (YOUR RESPONSIBILITIES), (IV) BREACH OF SECTION 5.4 (YOUR RESTRICTIONS), OR (V) BREACH OF SECTION 12 (DATA PROTECTION), EACH OF OUR LIABILITY UNDER THESE TERMS OF SERVICE WILL BE LIMITED AS FOLLOWS:

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE IS LIMITED TO THE SUM OF THE AMOUNTS PAID BY YOU FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE THE CAUSE OF ACTION AROSE.

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE RESPONSIBLE  FOR LOST PROFITS, REVENUES, DATA, FINANCIAL LOSSES,OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THESE TERMS OF SERVICE. IN ALL CASES NEITHER PARTY WILL BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.

BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU, IN WHICH CASE OUR LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

12. Data Protection.

12.1 Your Obligations. You will comply with all applicable privacy, data protection, anti-spam and other laws, rules, regulations and guidelines relating to protection, collection, use and distribution of Personal Information (as defined below). If required by applicable data protection legislation or other law or regulation, you will inform third parties that you are providing their Personal Information to us for processing and will ensure that any required third parties have given their consent to such disclosure and processing. “Personal Information” means any information that identifies, relates to, describes, or can be reasonably associated with or traced to, directly or indirectly, a particular individual or household, including an individual’s name, address, telephone number, e-mail address, credit card information, social security number or other similar specific factual information, regardless of the media on which such information is stored (e.g., on paper or electronically).

12.2 Service Provider Certification. This Section 12.2 applies only where, and to the extent that, AppFolio IM processes Personal Information that is subject to the California Consumer Privacy Act (“CCPA”) on your behalf as a service provider (as defined in the CCPA) in the course of providing the Services. AppFolio IM shall not (i) sell (as defined in the CCPA) any Personal Information; (ii) retain, use, or disclose any Personal Information for any purpose other than for the specific purpose of performing the Services, including retaining, using, or disclosing any Personal Information for a commercial purpose (as defined in the CCPA) other than for such specific purpose; or (iii) retain, use, or disclose any Personal Information outside of the direct business relationship between AppFolio IM and you. AppFolio IM certifies that is understands and will comply with the restrictions set out in this Section 12.2.

13. Ownership Disputes. Ownership of a database associated with the Services is sometimes disputed between one or more parties. While we will have no obligation to do so, we reserve the right, at any time and in our sole discretion, with or without notice to you, to determine rightful database ownership and to transfer a database to the rightful owner. If we can’t reasonably determine the rightful owner, we reserve the right to suspend access to a database until the disputing parties reach a resolution. We also may request joint instructions or certain documentation from the disputing parties, such as a government-issued photo ID, a credit card invoice or a business license, to help determine the rightful owner.

14. Customer Interactions. We frequently engage with our customers, and may engage with our customers’ customers or other third parties related to our customers, to understand how they interact with our Services and how to better develop our Services to meet their collective and ever-evolving needs. While transparency and candor are key to that process, you acknowledge and agree that you will not improperly use or disclose to us any confidential information or trade secrets of any third parties, and will not breach any obligation of confidentiality that you may have to any third party. You further acknowledge and agree that no jointly owned intellectual property shall be created as a consequence of our customer or third party engagement process or practices, and that AppFolio IM owns all right, title and interest in and to its intellectual property.

15. General Provisions.

15.1 Independent Parties. No joint venture, partnership, agency or employment relationship exists between you and AppFolio IM. You are solely responsible for managing your employees and for any and all compensation, taxes, benefits and liabilities to your employees and any of your other representatives or service providers.

15.2 Assignment. You will not assign or transfer the Services or any of your rights and/or obligations under these Terms of Service without our prior written consent. We may without restriction assign or transfer our rights and/or obligation hereunder, at our sole discretion. Subject to the foregoing, these Terms of Service will bind to the parties’ respective successors and assigns.

15.3 Force Majeure. No failure, delay or default in performance of any obligation of a party will constitute an event of default or breach of these Terms of Service to the extent that such failure to perform, delay or default arises out of a cause that is beyond the control and without negligence of such party, including (but not limited to) natural disasters (e.g. lightning, earthquakes, hurricanes, floods); wars, riots, terrorist activities, and civil commotions; a local exchange carrier’s activities, and other acts of third parties; explosions and fires; embargoes, strikes, and labor disputes; governmental decrees; failures of telecommunications providers or internet service providers; and failures of third party suppliers, service providers or vendors. The party affected by such cause shall take all reasonable actions to minimize the consequences of any such cause.

15.4 Applicable Law. These Terms of Service and any dispute arising out of or relating to the Services and/or these Terms of Service will be interpreted in accordance with the laws of the State of California, without regard to conflict-of-law provisions. All disputes arising out of or related to these Terms of Service shall be subject to the exclusive jurisdiction and venue of the California state courts located in Santa Barbara, California and federal courts of the Central District of California (unless we both agree to some other location). We each hereby expressly consent to the personal and exclusive jurisdiction of such courts..

15.5 Notices. You agree that we will provide notices, statements and other messages to you in the following ways: (1) within the Service, or (2) to the contact information you last provided us (e.g., e-mail, mobile number, physical address, etc.). You agree to keep your contact information up to date.

15.6 No Waiver; Cumulative Remedies. Either party’s failure to enforce any right or provision under these Terms of Service will not constitute a waiver of that right or provision. Except as expressly set forth in these Terms of Service, the exercise by either party of any of its remedies under these Terms of Service are in addition to (and not exclusive of) any other remedies permitted at law or in equity.

15.7 Severability. If any provision of these Terms of Service is deemed invalid, then that provision will be limited or eliminated by the court to the minimum extent necessary, and the remaining provisions of these Terms of Service will remain in full force and effect.

15.8 Entire Agreement. These Terms of Service and (i) the terms you agree to set forth on the order form, (ii) the AppFolio Investment Management Website Terms, (iii) the AppFolio Investment Management Payment Terms, (iv) any other policies applicable to your use of the Services that we make available to you (each of which is incorporated by reference into these Terms of Service) constitute the sole and entire agreement between you and us, and supersede all prior and contemporaneous oral or written understandings or agreements with AppFolio IM with respect to the Services. You acknowledge and agree that your agreement to these Terms of Service is not contingent upon the delivery of any future functionality or features not specified herein or on the order form or dependent upon any oral or written, public or private comments made by us with respect to future functionality or features for the Services. In the event of any conflict between the provisions in these Terms of Service and any order form (or addendums thereto), the terms of such order form (or addendums thereto) will prevail.

15.9 Export. Both parties agree to comply with applicable US export and import laws and regulations. You will not permit your users to access or use the Services in violation of any U.S. export embargo, prohibition or restriction.

15.10 Third Party Services. The Services or our website may contain links to other sites, services, and products provided by third parties, which may include our affiliates or subsidiaries. Such links are provided for your convenience only. We have no control over such sites, services, and products and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites or services found within the Services, you do so entirely at your own risk and subject to the terms and conditions of use for such websites or services.

15.11 Copyright Policy. AppFolio IM respects the intellectual property rights of others, and asks that everyone utilizing the Services do the same. Anyone who believes that their work has been reproduced on the Services in a way that constitutes copyright infringement may notify us here.

II. APPFOLIO INVESTMENT MANAGEMENT WEBSITE TERMS

Last Updated: March 27, 2020

If you have subscribed to the Services, you may also subscribe to AppFolio Investment Management Website Services (the “Website Services”). The order form that you have completed identifies the Website Services to which you have subscribed, the subscription term, and the fees payable by you to us for the Website Services. The following additional terms of service apply specifically to the Website Services and are hereby incorporated by reference into the Terms of Service. Capitalized terms used but not otherwise defined below shall have the meaning given in the Terms of Service. In the event of any conflict between the terms below and the Terms of Service, the terms below shall prevail.

1. Website Hosting Services. If you subscribe to the Website Services, we will host your website on our private servers (the “Website Hosting Services”). You will be required to use our nameservers to configure your primary domain’s DNS settings. As part of the Website Hosting Services, we will be responsible for the initial setup and registration or transfer of one domain name if we decide, in our sole discretion, that registration or transfer is necessary to enable the Website Hosting Services. If more than one domain name must be registered or transferred, additional fees may apply. You are responsible for providing materials and reasonable assistance as identified by us for the registration and/or transfer of domain name(s). We will maintain current domain registration as long as you are subscribed to the Website Hosting Services and have paid all applicable fees. As part of the set-up process, we will give you an opportunity to modify the current content of your existing website, if any. We will interact with your current hosting company only if necessary and authorized by you and will not be responsible for any costs incurred to obtain files or other transfer-related costs, all of which shall be your responsibility.

2. Website Design Services; Content for Website. In addition to the Website Hosting Services, we agree to provide website design services (the “Website Design Services”). We will provide our proprietary design templates for use in connection with your website, together with a limited selection of alternative text, images and colors; provided, however, you remain solely responsible for (i) the selection of the design template, (ii) all data and content on your website, including without limitation all content you upload in conjunction with the Website Services (the “Content”) and (iii) the overall look and feel of your website. We will not provide custom design or photography services. You agree not to hire a third party to modify the design template, and you hereby expressly agree to use us to make any changes to the design template and/or Content. You acknowledge and agree that we are and will remain the sole and exclusive owner of the proprietary design templates offered as part of the Website Design Service and you have no right, title or interest in the design templates except the limited right to use the template you select for as long as you use the Website Hosting Services.

3. Handling of Your Content and Domain upon Termination. Upon termination of the Website Services, our sole obligation is to retain your Content in the format maintained by us in the production environment (test or draft versions of Content will not be retained) for thirty (30) days after termination (the “Content Retention Period”). Upon written request during the Content Retention Period, we will provide your Content to you as follows: company logo file(s), image files, and text. Content exports shall not include our proprietary design templates or themes, or any customized elements. If your domain name was originally purchased by us, or you transferred your domain name ownership to us, we agree to work with you in good faith to transfer your domain name to you, and will use commercially reasonable efforts to do so. At the end of the Content Retention Period, if you have not worked with us to transfer your domain, we will relinquish control of your domain name and release it back to the TLD Registry. We will not pay any renewal or other domain name-related fees or costs after termination of the Website Services.

4. Integration Services. You may request that we integrate all available Services into your website. For clarity, we will not be responsible for integrating your website with any third party products or services. Links to third party services may be made available to you upon request.

5. Your Website Content.

5.1 License. You grant us a nonexclusive, worldwide and royalty-free license for the term of the Agreement to (i) edit, modify, adapt, translate, exhibit, publish, transmit, participate in the transfer of, reproduce, create derivative works from, distribute, publicly perform, publicly display, and otherwise use all of your Content, and (ii) make archival or back-up copies of the Content, as necessary for the purpose of rendering and operating the Website Services for you pursuant to this Agreement. Except for rights expressly granted under this Agreement, we do not acquire any right, title or interest in or to the Content, all of which shall remain solely with you.

5.2 Our Rights. We may temporarily disable or suspend all or any aspect of the Website Services if you fail to pay the fees due for your subscription or otherwise breach this Agreement. Further, we may restrict or remove from our servers any Content that either (i) violates this Agreement or any related policies or guidelines, or (ii) is otherwise objectionable or potentially infringing on any third party’s rights or that potentially violates any law, as determined in our sole discretion. These rights of action, however, do not obligate us to monitor or exert editorial control over your Content or any other aspect of your website(s). If we take corrective action because of any possible violation, we will not refund to you any fees paid by you in advance of the corrective action.

5.3 Data Protection, Security And Privacy Laws. You acknowledge and agree that you are solely responsible when using the Website Services for complying with applicable data protection, security and privacy laws and regulations (including, where applicable, the EU General Data Protection Regulation, the EU e-Privacy Directive/Regulation, and the California Consumer Privacy Act), including any notice and consent requirements. This includes without limitation the collection and processing by you of any personal data, when you use your websites or the Website Services. If applicable law requires, (i) you must provide and make available on your websites a legally compliant privacy policy (we will assist you uploading a privacy policy; however, the content of the privacy policy is your sole responsibility), and (ii) you must provide and make available on your websites a legally compliant cookie policy.

5.4 Additional Representations and Warranties. You warrant, represent and covenant to us that (i) you have verified the accuracy of materials distributed or made available for distribution via the Website Services, including any and all Content, descriptive claims, warranties, guarantees, nature of business and address where business is conducted and such information and materials are not fraudulent or misleading and do not violate any applicable laws, rules, regulations or guidelines; (ii) you are the owner or valid licensee of the Content and have secured all necessary permissions, consents, licenses, waivers and release for the use of the Content and each part thereof, and (iii) use, publication and display of the Content does not, and will not, infringe or violate any rights of any third party (including any intellectual property rights) or violate any applicable laws, rules, regulations or guidelines and there are no pending or threatened claims alleging any such infringement or violation.

6. Fees

6.1 Website Fees. The non-refundable one-time Website Services set-up fee and monthly fee per website are as set forth on the order form or in the online sign-up flow and are due and payable on your next monthly billing date following delivery by us of a fully functional website for your review (a “Preview Site”). Website monthly fees may be increased from time to time. No refunds of fees you have paid will be given even if you elect to terminate your subscription early.

6.2 Past Due Amounts. If you fail to pay the fees due and payable for the Website Services, we reserve all of its rights, including without limitation the right to engage a collections agency to collect the fees, and you shall pay all costs incurred by us in connection with the collection of past due amounts, including without limitation reasonable attorneys’ and collections agencies’ fees plus interest in an amount equal to the lesser of 1.0% per month or the maximum rate permitted by applicable law.

7. Term. Unless otherwise expressly stated in your order form and/or online sign-up flow, the Website Services term shall be month to month, terminable by either party upon 30 days’ written notice to the other party.

8. Encryption; SSL Certificates. We currently secure each website purchased as part of the Website Services with SSL certificates, which may result in SSL-related errors or warnings for site visitors who use an older browser or out-of-date browser version. Upon termination of the Website Services, any SSL certificate protection will terminate as well. Finally, in order to participate in the Website Services, you agree to be, and hereby are, bound by the Let’s Encrypt Subscriber Agreement, which can be found at https://letsencrypt.org/repository.

III. APPFOLIO INVESTMENT MANAGEMENT PAYMENT TERMS

Last Updated: July 20, 2021

If you subscribe to AppFolio Investment Management, 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. 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. ACH Payment Services

1.1 ACH Services

If you subscribe to the Payments Services, you may elect to apply for ACH payment services (“ACH Services”). If we approve your application, we will make the ACH Services available to you subject to these Payment Terms and the Terms of Service.

1.2 Definitions

As used in this Section 1 of the Payments Terms:

“ACH Transaction” means an electronic payment transaction originated by you 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 1, your investor who receives a payment from 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., our third-party payment processor for ACH Services.

“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.

1.3 Transmittal of Entries; Timing

You hereby 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 processed 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.

1.4 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.

1.5 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.

1.6 Representations and Warranties

1.6.1 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 all applicable laws, rules, and regulations (“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.

1.6.2 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.

1.7 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 cashers, cash advance 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 or subprime loan business, (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) predatory consumer lending business, (r) shell banks, (s) used car dealership exporting cars, (t) foreign businesses importing cars, (u) title loan business, (v) embassy, foreign consulate, foreign mission accounts, (w) cannabis products (i.e., marijuana, hemp and CBD), (x) crowdfunding, (y) consumer debt collection agencies, (z) cryptocurrency businesses, and (aa) 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.

2. Investor Distribution eCheck Payment Services

Use of our Investor Distribution eCheck Payment Services are subject to the terms of that certain JHA Money Center, Inc. Investor Distribution 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 at support@appfolioinvestmentmanagement.com.

3. Term and Termination

3.1 Term

The term of the Payments Terms shall be conterminous with your subscription to the Payments Services.

3.2 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:

3.2.1. You breach the Payments Terms and, if such breach is capable of cure, fail to cure within five (5) days of notification of breach.

3.2.2. 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.

3.2.3. 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.

3.2.4. There is a change in Applicable Laws, NACHA Rules (as defined in Section 1.2), or our third-party agreements that restricts or prohibits us from providing the Payments Services or increases our cost in providing the Payments Services.

3.2.5 You utilize the Payments Services in conjunction with an Excluded Activity or in violation of Applicable Law.

3.2.6. 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.

4. Limitations of Liability

NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL WE, JHA, THE ODFI, 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, AND THE ODFI’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).

5. Indemnification

In addition to your indemnification obligations in the Terms of Service, you will indemnify, defend and hold harmless the AppFolio Parties, JHA, and the ODFI  from and against Costs, incurred by the AppFolio Parties, JHA, and/or the ODFI, 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, 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) 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, (iv) your use of the Payments Services pursuant to the Payments Terms or any of your acts and/or omissions, (v) your business or your clients, and (vi) any sales transactions submitted by you under the Payments Terms.

6. 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.

7. Use of Service; Non-Compliance

Notwithstanding any contrary provision in the Payments Terms, the Payments Services are to be utilized solely by investment management companies located and operating in the United States to facilitate payments for investment 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.