APPFOLIO INVESTMENT MANAGEMENT SERVICES

January 4, 2019

The following additional terms of service apply specifically to the AppFolio Investment Management Services offered by AppFolio Investment Management, Inc. (“AppFolio IM”) and are hereby incorporated by reference into the Terms of Service, as that term is defined above.

1. Management and Investor Relationships. By subscribing to the AppFolio Investment Management Services (also referred to herein as the “Investment Management Services”), you may access and use the Investment Management Services for the purpose of managing your real estate investment firm and/or your investor relationships during the term of this Agreement.

2. Intended Use. The Investment Management Services are designed and intended solely for use by real estate investment firms in the United States. Your use of the Investment Management Services for any other purpose or in any other manner is at your own risk and YOU AGREE TO INDEMNIFY, DEFEND AND HOLD US HARMLESS FROM ALL CLAIMS RELATING TO OR ARISING FROM SUCH UNINTENDED USE OF THE INVESTMENT MANAGEMENT SERVICES.

3. Applicable Laws. By subscribing to the Investment Management Services, you understand and agree that you are responsible for complying with all applicable federal, state and local laws and/or regulations that apply to your business, including without limitation any investment management, investment advisor and/or SEC regulations and/or registration requirements.

4. Migration of Data. You and AppFolio IM shall together determine the data migration process, if applicable, in advance of such process. You shall be responsible for providing data in a format acceptable to us and shall provide such materials and reasonable assistance as identified by us for the migration of your data. You shall retain all right, title and interest in and to your data and other materials submitted to AppFolio IM.

5. Initial Set-Up. You, in consultation with AppFolio IM, shall determine the appropriate set-up and configuration of your Investment Management Services account. You will be responsible for approving the set-up, configuration and data migration of your Investment Management Services account.

6. Accurate Information. By subscribing to the Investment Management Services, you agree to keep your profile and any information you post within your Investment Management Services account accurate and correct.

7. No Investment Advice. No Legal Advice. You hereby expressly acknowledge and agree that AppFolio IM is not substantively involved in the correspondence or conversations between you and your employees, contractors, agents, clients, investors or advisors. AppFolio IM is not an investment manager, investment advisor or any other type of investment company and is not engaged in the practice of investment management. AppFolio IM also does not provide legal advice and is not engaged in the practice of law.

8. Service Fees. You shall pay the non-refundable Service Fees for the Investment Management Services in the amount set forth in the online sign-up flow or on the Order Form and according to the billing frequency stated in the online sign-up flow or on the Order Form. Service Fees may be increased or decreased upon renewal of your subscription. There shall be no refunds of any Service Fees you have paid, even if you elect to terminate your subscription early.

9. Past Due Amounts. You acknowledge that your failure to pay Service Fees when due may result in suspension or termination of your subscription to the Investment Management Services. If you fail to pay any of the Service Fees or any other fees due hereunder, AppFolio IM reserves the right to, among other things, engage an attorney or a collections agency to collect the outstanding fees and charges. You shall pay all fees and costs incurred by AppFolio IM in connection with the collection of such past due amounts by any appropriate means, including without limitation any and all court and related costs, reasonable attorneys’ and/or collection agencies’ fees.

10. Mutual Representations and Warranties. Each party hereby represents and warrants to the other that (i) it has all necessary authority to enter into and perform its 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) all persons performing any obligations hereunder have entered into all necessary agreements in order for them to comply with these Terms of Service, and (iii) it shall comply in all material respects with all laws applicable to the Services and/or use thereof.

11. Warranty Disclaimer. APPFOLIO IM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE INVESTMENT MANAGEMENT SERVICE. APPFOLIO IM DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE INVESTMENT MANAGEMENT SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, OR (B) THE INVESTMENT MANAGEMENT SERVICE WILL MEET YOUR OR YOUR CLIENTS’ REQUIREMENTS OR EXPECTATIONS. THE INVESTMENT MANAGEMENT SERVICE IS PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED BY APPFOLIO IM TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

12. Indemnification. You agree to indemnify, hold harmless and defend AppFolio IM and all our employees, officers, directors and agents from any and all claims, 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 Investment Management Services, (ii) any actual or alleged breach by you of any representation, warranty, covenant or obligation reflected in the AppFolio Terms of Service, and/or any applicable laws, rules, regulations and the like, or (iii) your gross negligence or willful misconduct. Your indemnification obligations under this Section 10 shall survive any termination or expiration of any of the foregoing agreements.

13. Limitation of Liability; Exclusive Remedy. IN NO EVENT WILL APPFOLIO IM BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, RELATING TO OR ARISING OUT OF THE INVESTMENT MANAGEMENT SERVICES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF APPFOLIO IM’S LIABILITY IS INDEPENDENT OF YOUR EXCLUSIVE REMEDY SET FORTH BELOW AND SURVIVES IN THE EVENT THAT SUCH EXCLUSIVE REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE DEEMED UNENFORCEABLE. THE FOREGOING LIMITATIONS APPLY WITHOUT REGARD TO WHETHER ANY PURPORTED OR ACTUAL DAMAGES RELATE TO OR ARISE FROM CONTRACT, TORT OR ANY OTHER CLAIMS, TO THE EXTENT THAT SUCH LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. IF YOU DO NOT AGREE WITH THESE TERMS OF SERVICE OR HAVE ANY ACTUAL OR ALLEGED DISPUTE WITH OR CLAIM AGAINST APPFOLIO IM HEREUNDER, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE UTILIZING THE INVESTMENT MANAGEMENT SERVICES.