ADDITIONAL TERMS OF SERVICE FOR APPFOLIO PROPERTY MANAGER SERVICES

Last Updated: June 20, 2018

APPFOLIO PROPERTY MANAGER

The following additional terms of service apply specifically to the AppFolio Property Manager Services and are hereby incorporated by reference into the Terms of Service, as that term is defined above.

1. Management and Accounting. By subscribing to the AppFolio Property Manager Services you may access and use a hosted instance of AppFolio’s property management software (“AppFolio Property Manager”), which will generally enable you to manage and account for the real property units for which you have purchased a subscription (collectively, the “Units” and each a “Unit”).

2. Migration of Data. You and AppFolio shall determine in advance of the implementation process the amount of data, number of data sources and other considerations applicable to the data migration process. You shall be responsible for providing data in a format deemed acceptable by us. You shall retain all right, title and interest in and to your data and other materials submitted to AppFolio Property Manager. You shall provide such materials and reasonable assistance as identified by us for the migration of your data. If the migration of your data and materials is not completed on the scheduled date we mutually agreed to on two or more occasions, we reserve the right to charge you for additional Implementation Fees (as defined below) at our sole discretion.

3. Initial Set Up. You, in consultation with AppFolio, shall determine the appropriate set up and configuration of your online account for AppFolio Property Manager. You will be responsible for approving the set-up, configuration and data migration for your AppFolio Property Manager account.

4. Implementation Fees. The non-refundable fees for implementation in the amount set forth on the Order Form (the “Implementation Fees”) are due and payable by you on the date of invoice. Implementation 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 required to complete the implementation. You may be charged additional Implementation Fees pursuant to Section 2 above and the non-refundable fees will be due and payable by you on the date of invoice.

5. Re-Migration. In the event that another migration of data is necessary as a result of a change of, for example, your business name, a change in your tax identification number, a change in your business structure or any other similar reasons (a “Re-Migration”), we will charge an additional one-time non-refundable Implementation Fee for setting up a new database and/or migrating the data within the existing database. We will help determine the optimal plan for Re-Migration based upon the individual situation and the non-refundable Implementation Fees associated with such Re-Migration will be due and payable by you on the date of invoice.

6. Fees. You shall pay the non-refundable Implementation Fees in the amount invoiced to you and the non-refundable fees for AppFolio Property Manager in the amount set forth in the online sign-up flow or on the Order Form (the “Property Management Service Fees”) based on your then-active Unit count and according to the billing frequency stated in the online sign-up flow or on the Order Form. Your Unit count will be assessed at regular intervals and any increases or, in some cases, decreases in your Unit count will be accounted for and invoiced appropriately. Property Management Service Fees and/or Implementation Fees may also be increased or decreased upon renewal of your subscription based upon our then-current fees and your then-current active Unit counts (which, as set forth above, will be regularly assessed and invoiced appropriately). No refunds of Property Management Service Fees or Implementation Fees you have paid will be given, even if you elect to terminate your subscription early. You acknowledge that your failure to pay Property Management Service Fees and/or Implementation Fees when due may result in suspension or termination of your subscription to AppFolio Property Manager. If you fail to pay any of the Property Management Service Fees or Implementation Fees due hereunder, or any fees associated with your use of or subscription to any value-added services, AppFolio reserves 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 AppFolio 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. Additional Units; Databases. You may increase or decrease the number of Units and/or add additional databases to your instance of AppFolio Property Manager by executing an additional Order Form or online sign-up flow or by adding them in your database manually; provided, however, that any increases or, in some cases, decreases to your Unit count will also be assessed by AppFolio at regular intervals and invoiced appropriately. Each Order Form or online sign-up flow will include the additional Property Management Service Fees and billing date(s) for the additional Units and/or databases being added at that time and such additional Units and/or databases shall be coterminous with the AppFolio Property Manager subscription term to which they were added. You shall pay an additional Implementation Fee as set forth in the Order Form or online sign-up flow for any additional migrations or additional databases on the date of invoice.

8. Compliance with Laws. AppFolio shall materially comply with all applicable federal, state and local laws, regulations and codes (“Applicable Laws”). Applicable Laws include federal, state and local laws and regulations governing or relating to privacy rights in connection with AppFolio’s performance under this Agreement, including, without limitation, the Gramm-Leach-Bliley Act, 15 U.S.C. § 6801, et seq. (“GLB”) and the regulations issued thereunder (12 C.F.R. Part 40) and, to the extent applicable to AppFolio, the Fair and Accurate Credit Transactions Act (15 U.S.C. 1681, 1681w) and the regulations issued thereunder (12 C.F.R. Parts 30 and 41) (collectively, “Privacy Laws”).

9. Data Security.

a. Patch and Vulnerability Management; Software Updates. AppFolio shall use commercially reasonable efforts to ensure that its software, service, platform and applicable hardware are kept up-to-date with the latest host and application security patches, updates and releases, to address identified security vulnerabilities, risks and threat levels in compliance with industry security standards and best practices, and Privacy Laws. On an annual basis, AppFolio shall perform penetration testing and will provide the results of the testing to you upon your written request. Upon receipt of the results of the testing, AppFolio will document any vulnerabilities, evaluate them in accordance with its internal policies, then create a mitigation strategy or remediation plan.

b. Authentication. AppFolio will provide a secure method of authentication and accessing AppFolio Property Manager, by providing mechanisms that:

(i) allow for user password management

(ii) transmit passwords in a secure format

(iii) protect passwords entered for purposes of gaining access to AppFolio Property Manager by utilizing code that follows password management best practices.

c. AppFolio Obligations. At all times, AppFolio, and any third party vendors and hosting partners it utilizes to provide the AppFolio Property Manager Services, shall:

(i) use information security best practices for transmitting and storing content and adhere to industry standards;

(ii) employ information security best practices with respect to network security techniques, including, but not limited to, firewalls, intrusion detection, and authentication protocols, vulnerability and patch management;

(iii) ensure its host facilities maintain industry standards for security and privacy; and

(iv) within thirty (30) days of a request by you, provide you with a SSAE 16 (SOC1) audit report, or industry standard successor report, compliance with ISO 27001 information security standard, or a comparable description of its security measures.

LEGAL LIABILITY TO LANDLORD INSURANCE

1. Policy. If you subscribe to AppFolio Property Manager you may elect to purchase Legal Liability to Landlord Insurance, which services will be conterminous with your subscription to AppFolio Property Manager. If you elect to purchase Legal Liability to Landlord Insurance from AppFolio and pay the applicable Legal Liability to Landlord Insurance premiums (“Premiums”), a commercial policy (“Policy”) will be issued to you, which will extend legal liability coverage to the occupied residential dwelling units where your covered tenants reside (“Resident Units”). AppFolio’s then current insurance provider will underwrite the Policy, a copy of which will be provided to you upon completion of the Order Form or online set-up flow and will contain full details of the level of coverage provided under the Policy.

2. Insurance Partners. The agent/broker and insurance provider (and any other insurance partner) for the Legal Liability to Landlord Insurance will be selected by AppFolio in its sole discretion, and partners may be changed at any time.

3. Reporting. You must use AppFolio Property Manager and any other forms provided by us to enroll Resident Units in an insured location in the Legal Liability to Landlord Insurance program (“Enrolled Units”). You are responsible for correctly enrolling Resident Units to become Enrolled Units. Resident Units not correctly enrolled and therefore not reported to AppFolio will not be covered by the Policy. Coverage under the Policy will not be provided retroactively under any circumstances.

4. Coverage. Policy coverage is limited to Enrolled Units. The Policy provides certain liability coverage for property damage to the Enrolled Unit by the occupying tenant (“Resident”) and is intended to meet the minimum liability insurance requirements of a residential lease agreement (“Lease”). You hereby expressly agree (a) to refrain from misrepresenting the Legal Liability to Landlord Insurance as renters’ insurance or a suitable substitute for renters’ insurance, or as property insurance or a suitable substitute for property insurance, and/or (b) to refrain from misrepresenting it in any other way. The Legal Liability to Landlord Insurance being offered do not provide coverage for liability rising from bodily injury or property damage to property of others except as may be specifically designated in the terms of the Policy itself.

5. Payment; Past Due Amounts. You agree to pay the non-refundable Premiums set forth in the Order Form or set-up flow. You acknowledge and agree that Premiums are subject to change without notice, although we will make reasonable effort to give notice of such change in Premiums before such changes become effective. There are no refunds for Premiums even if you elect to terminate your policy early. If you fail to pay the Premiums, AppFolio reserves the right to engage a collections agency to collect the fees and you shall pay all costs incurred by AppFolio 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.

6. Collection of Premiums. You are the named insured (the “Named Insured”) on the Policy and are responsible for payment of all Premiums associated with the Policy. You agree to maintain an electronic payment authorization with AppFolio and understand it will be used to pay Premiums in full each month, regardless of your ability to collect reimbursement from the occupying tenant(s). You understand and agree that payment of Premiums will be due on the first of each month for all Enrolled Units reported the preceding month and that overdue Premiums may result in cancellation of your Policy and no coverage.

7. Fees. If you charge a monthly fee in excess of the Premium, such fee must be reasonable, as determined by our insurance partners in their sole discretion. You agree to disclose any such fee that you may charge. One-off fees shall not be charged. Failure to abide by this requirement may result in cancellation of your Policy and no coverage.

8. Reimbursement. You will not seek reimbursement from the Resident for Premiums unless (a) you have signed a Lease with the Resident that discloses i) all mandatory minimum insurance requirements; and ii) that coverage will be force-placed upon Resident’s failure to provide evidence of minimum coverage; and (b) you have allowed the Resident an opportunity, at lease execution, to provide proof that they have met such minimum insurance requirements. You will only enroll Resident Units in Legal Liability to Landlord Insurance in the event that the Resident has not provided evidence of coverage as required by the Lease. You will not enroll Resident Units in Legal Liability to Landlord Insurance if you know the Resident holds their own insurance meeting the minimum Lease requirement, and you will immediately cancel the unit’s coverage upon receipt of evidence of insurance meeting the minimum Lease requirement. You understand your Policy may be canceled if you have not taken reasonable measures to meet this requirement.

9. Adverse Selection. You will take reasonable measures to roll out mandatory insurance requirements across your portfolio of Resident Units without consideration to individual Residents. You agree and acknowledge that your Policy may be canceled and coverage declined if you have not taken reasonable measures to meet this commitment.

10. Claims. Claims made under the Policy will be paid to the Named Insured and claims in excess of the landlord’s property insurance deductible may be legally attached by the landlord’s property insurer via subrogation.

11. Accurate Information. If you elect to apply for Legal Liability to Landlord Insurance, you are responsible for completing and submitting to AppFolio (for AppFolio to provide to our third party insurance partners) an initial written application and supporting documentation about your business for consideration in the account set-up and provision of Legal Liability to Landlord Insurance. You acknowledge that AppFolio and our insurance partners shall be entitled to rely upon the validity, accuracy and completeness of the information provided by you in your application and supporting documentation, to determine if AppFolio and our third party insurance partners will provide Legal Liability to Landlord Insurance to you.

Subsequent to the initial acceptance and set-up of Legal Liability to Landlord Insurance, AppFolio and our insurance partners may from time to time request that you provide updated information and supporting documentation to AppFolio, which you shall apply best efforts to deliver to AppFolio within three (3) business days following receipt of AppFolio’s written request.

Failure by you to provide valid, complete and accurate information and supporting documentation requested, within a timely manner may result in cancellation of your Policy, and no coverage.

12. Concealment Or Fraud. AppFolio will not provide coverage under the Policy when, whether before or after a loss, any or all involved persons (e.g. property manager, landlord, tenant) have:

a. intentionally concealed or misrepresented any material fact or circumstance; or

b. engaged in fraudulent conduct; or

c. made false statements relating to any claim or the or the insurance coverage provided under the Policy.

13. Resident Notice. It is your responsibility to communicate details of the Legal Liability to Landlord Insurance, including types and level of coverage provided under the Policy, to Resident occupying Enrolled Units. You do not need to provide Residents with any formal or customized certificates of insurance; a generic notice of insurance or statement of disclosure available in electronic and/or paper format summarizing relevant coverage terms under the your Policy is sufficient to fulfill your obligations under this section.

14. Conflict Between Terms of Service and Policy. In the event of any conflict or inconsistency between the Terms of Service and the terms of the Policy, such conflict or inconsistency will be resolved by giving precedence first to the Policy, then to these Terms of Service.

15. Termination and Non-Compliance. We may, at our sole discretion, restrict or remove your access to Legal Liability to Landlord Insurance for violation of these Terms of Service, or any related policies or guidelines. We also reserve the right to terminate your access Legal Liability to Landlord Insurance if requested by any of our insurance partners. Non-compliance with these Terms of Service or the Policy may also result in immediate implementation of non-compliance fines to the Named Insured.

PREMIUM LEADS SERVICE

Premium Leads is a service in AppFolio where you can post your vacant listings to numerous free and paid listings sites. These sites in turn will send leads back to you via AppFolio’s guest card system, which records the web-submitted and telephone-submitted leads for your review. As part of the Premium Leads Service, we only charge for the leads that we validate.

1. Fair Housing Act and Applicable Laws

You understand that you are responsible for complying with the Federal Fair Housing Act, which prohibits discrimination based on:

  • Race or color
  • National Origin
  • Religion
  • Sex
  • Family Status, or
  • Disability

You also agree to comply with all applicable local and state housing laws.

My Information

You understand that all information you enter into the Premium Leads service is your sole responsibility and AppFolio does not review or approve the information. You grant AppFolio the non-exclusive, worldwide, royalty-free right to publish, distribute, use, reproduce, and modify the information you enter. You understand that AppFolio reserves the right to modify, delete, omit, terminate or delay any account or property information you enter for violating the terms of this Agreement or for any other reason.

Permissible Use

When listing rental properties with AppFolio, you represent and warrant that each of the following statements is correct:

Each property is an actual property that you own, manage, or have authorization to represent as a realtor or locator.

Each listing includes a working phone number of the owner, agent or manager who can show the property to prospective renters.

The actual and accurate street address of each property is listed in the "Street Address" field.

The monthly rent amount listed for each unit equals at least the average monthly rent for the term of the lease.

The availability listed for each property is accurate as of the time each property is updated.

Each property's "Official Property Name" field only contains the true legal name of a property, not any form of property description, listing title, or marketing text.

Each property's "Nearest Intersection" field only contains two street names representing an intersection reasonably close to the property. It does not contain any form of property description, listing title, or marketing text.

The following actions are strictly forbidden and you agree to not partake in any:

- Using AppFolio in any way if you charge a fee to renters to view a rental list or charge a fee to view a property.

- Representing an account as a property manager or owner account if you do not own or manage every listing in your account.

- Entering a company name that is anything other than the true company name under which you are representing listings.

Representations and Warranties

You further represent and warrant to AppFolio that (a) your listings, and all information contained therein, are true and accurate, not libelous or defamatory, do not violate any rights of privacy, infringe any trademark, copyright, literary or other rights, or constitute unfair competition with any other party, and complies with all federal, state and local laws and regulations, including fair housing laws and regulations; (b) you have and will maintain all necessary rights, authorizations and licenses that are required for you to enter the listings in the Premium Leads service; and (c) your listings are free from virus, worm, Trojan horse or other similar defects.

Telephone Recording

You understand that when using the telephone call tracking feature of AppFolio (automatically included in the service) the phone calls you receive may be recorded and made available for my review. AppFolio staff may also listen to recordings to verify the validity of telephone leads.

Premium Leads Service

You understand that AppFolio will share your listings with partner websites. When you update (or delete) your listing, AppFolio will update (or remove) your listing details in the data feeds to the partner websites. You understand that AppFolio does not own or manage any of the partner websites, and AppFolio has no responsibility for the actions or inactions of any other website.

No Warranties

The Premium Leads service is provided through remote internet browsers and does not include the transfer of any software or intellectual property rights. You understand that you will use Premium Leads services at your own risk. APPFOLIO MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE PREMIUM LEADS SERVICE. APPFOLIO DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR FREE, OR (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. THE PREMIUM LEADS SERVICES IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND YOU USE THE SERVICE AT YOUR OWN RISK. APPFOLIO EXPRESSLY DISCLAIMS ALL WARRANTIES OF EVERY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Indemnification

You hereby agree to defend, indemnify, and hold AppFolio, its officers, directors, agents, affiliates and strategic partners harmless from and against any claim or liability arising out of: (a) your breach of any representation or warranty in these terms; (b) your listings or any use thereof; or (c) any claim that your listings or any information contained therein violates any applicable law, including but not limited to any claim that it infringes the rights of a third party.

MAINTENANCE CONTACT CENTER

1. Services. If you subscribe to AppFolio Property Manager you may subscribe to the Maintenance Contact Center service, which will be a month-to-month subscription. If you subscribe to the Maintenance Contact Center from AppFolio, AppFolio will provide you the service subject to the following terms and conditions.

a. Your subscription to the Maintenance Contact Center will be a month-to-month subscription, billed in advance on the first of each month. The first month will be prorated for the remainder of the first month. Each month will be billed in accordance with your AppFolio Property Manager unit count as calculated on the 20th day of the prior month.

b. AppFolio will provide the Maintenance Contact Center service for the number of units in your AppFolio Property Manager account on a 24 hour basis.

c. AppFolio will make available a local or toll free number to which all the maintenance calls should be transferred. You will be responsible for transferring the calls to the phone number made available by AppFolio.

d. AppFolio will monitor and respond to online maintenance requests from tenants in your AppFolio Property Manager account.

e. AppFolio may promptly dispatch a service request to a technician from a list of technicians provided by you in response to a call or online request. You understand that AppFolio’s role is limited to dispatching a service request to the available technician and AppFolio will not be responsible for any delayed response or work performed by the technician. You will be solely responsible for updating the contact information of the technicians included in your list. AppFolio will make a reasonable effort to gather necessary information from the callers to act in an informed manner to protect life, property and your interests, claim no responsibility for the accuracy and truthfulness of the information received.

f. AppFolio will notify you each time a service request is dispatched to a technician in response to a call. You shall be solely responsible for any follow-up that is needed with respect to the calls or services provided by the technicians.

g. You agree to defend, indemnify and hold harmless AppFolio against all claims, liabilities, damages or costs (including attorney’s fees) that may arise from your or your tenants’ use of the Maintenance Contact Center (including claims alleging personal injury and damage to property) except when such claims arise from AppFolio’s gross negligence or willful misconduct.

h. APPFOLIO MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE. APPFOLIO DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, OR (B) THE SERVICE WILL MEET YOUR OR YOUR TENANTS’ REQUIREMENTS OR EXPECTATIONS. THE 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 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.SOFTWARE, SYSTEM OR DATA, OR (B) THE SERVICE WILL MEET YOUR OR YOUR TENANTS’ REQUIREMENTS OR EXPECTATIONS. THE 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 NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY APPFOLIO.

TENANT DEBT COLLECTIONS

1. Third Party Collections Service. If you subscribe to AppFolio Property Manager, you may elect to utilize a nationwide contingency-based tenant debt collection service provided directly by third party Hunter Warfield, Inc. (“Hunter Warfield”), a nationally licensed collections agency (the “Tenant Debt Collections Service”). The Tenant Debt Collections Service enables you to electronically submit past due tenant debt from your AppFolio Property Manager database directly to Hunter Warfield for collections, and is available only for debts incurred under a residential lease (specifically excluding HUD/Federally Assisted Accounts, commercial leases, and HOA fees).

2. Collections Service Agreement. BEFORE UTILIZING THE TENANT DEBT COLLECTIONS SERVICE, YOU MUST FIRST ENTER INTO A SEPARATE WRITTEN AGREEMENT WITH HUNTER WARFIELD (A “COLLECTIONS SERVICE AGREEMENT”). BY SIGNING A COLLECTIONS SERVICE AGREEMENT, YOU CONSENT TO BE BOUND TO CERTAIN HUNTER WARFIELD TERMS AND CONDITIONS, WHICH CONSTITUTE A LEGALLY BINDING CONTRACT DIRECTLY BETWEEN YOU AND HUNTER WARFIELD THAT GOVERNS THE SUBMITTAL AND COLLECTION OF PAST DUE TENANT DEBT.

3. Form and Delivery of Signed Agreement. You acknowledge and agree that a Collections Service Agreement between you and Hunter Warfield may be executed either manually or electronically, and that any such fully executed Collections Service Agreement shall be legally binding between you and Hunter Warfield. A facsimile, scanned or other electronic copy of a Collections Service Agreement bearing the manual and/or electronic signatures of authorized representatives of each party thereto shall be deemed an equivalent to a signed original copy of the Collections Service Agreement.

4. Role of AppFolio. In the event that you choose to participate in the Tenant Debt Collections Service, you acknowledge and agree that (a) the Tenant Debt Collections Service is performed solely by Hunter Warfield subject to the terms and conditions of the Collections Service Agreement, and (b) AppFolio Property Manager serves only as a conduit for the submittal of past due tenant debt to Hunter Warfield and is in no way, either directly or indirectly, involved in or responsible for the debt collection process.

5. Your Responsibility. You are solely responsible for tenant information and documentation stored in your instance of AppFolio Property Manager, and for its accuracy and completeness at the time past due tenant debt is submitted to Hunter Warfield.

6. Indemnification. You agree to indemnify, hold harmless and defend AppFolio Property Manager and all our employees, officers, directors and agents (collectively, “AppFolio”) 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 Tenant Debt Collections Service, (ii) any actual or alleged breach by you of any representation, warranty, covenant or obligation reflected in the AppFolio Terms of Service, any Collections Service Agreement, and/or any applicable laws, rules, regulations and the like, or (iii) your gross negligence or willful misconduct. Your indemnification obligations under this Section 6 shall survive any termination or expiration of any of the foregoing agreements.

7. Limitation of Liability; Exclusive Remedy. IN NO EVENT WILL APPFOLIO BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, RELATING TO OR ARISING OUT OF THE TENANT DEBT COLLECTIONS SERVICE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF APPFOLIO’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 HEREUNDER, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE UTILIZING THE COLLECTIONS SERVICE.

8. Termination. The availability of the Tenant Debt Collections Service shall be co-terminus with your subscription to AppFolio Property Manager. Further, AppFolio, at its sole and absolute discretion, may suspend, cease providing and/or terminate your ability to access the Collections Service at any time for any reason.

9. Effects of Termination. Upon termination of the Tenant Debt Collections Service pursuant to Section 8 (above), AppFolio will no longer facilitate the submittal of your past due tenant debt to Hunter Warfield. Any debt submitted to Hunter Warfield prior to the termination of the Tenant Debt Collections Service will remain with Hunter Warfield, subject to the terms and conditions of the Collections Services Agreement.

CARD PAYMENT SERVICES

1. Verification. We may require you to provide additional information to verify your identity as a condition of providing you with access to the credit and debit card payment processing services (the “Card Payment Services”) provided by Wells Fargo Bank, N.A., Concord, CA (“Bank”). Such information may include a government-issued identification, such as a passport or driver’s license, a business license, or your employer verification number (EIN), 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 AppFolio account in our sole discretion. By accepting these Terms of Service, you specifically authorize us to request identity verifying information about you from third parties, including a consumer report that contains your name and address. You agree that we are permitted to contact and share information about you and your AppFolio account with Bank and other financial institutions. This includes sharing information (a) about your transactions for regulatory or compliance purposes, (b) for use in connection with the management and maintenance of the service, (c) to create and update their customer records about you and to assist them in better serving you, and (d) to conduct our risk management process.

2. Acceptable Cards. The Card Payment 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 Payment Services at any time without prior notice.

3. AppFolio’s Limited Role. The Card Payment Services are provided by Bank pursuant to an agreement with AppFolio. In connection with the Card Payment Services, AppFolio merely collects and relays information and does not receive, take possession or custody of, or otherwise hold any funds on behalf of any third parties. AppFolio is a registered ISO of Bank.

4. Appointment of Bank and AppFolio as Your Agent. By accepting these Terms of Service, you hereby appoint Bank and AppFolio as your agent in connection with the Card Payment Services for the limited purpose of processing amounts received (“Payments”) from users paying via the Card Payment 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 Payment Services. You agree that receipt of Payors’ Payments by AppFolio or Bank in connection with the Card Payment Services pursuant to these Terms of Service 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 Payment Services.

If you use the Card Payment 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 to seek payment from the original obligor directly.

5. Restricted Use. You may use the Card Payment Services only in accordance with, and subject to, these Terms of Service. You must comply with all laws, rules, and regulations applicable to your use of the Card Payment Services. You may not act as a payment intermediary, aggregator or service bureau or otherwise resell the Card Payment Services or use the Card Payment Services to handle, process or transmit funds for any third party, except as expressly permitted by these Terms of Service. You also may not use the Card Payment Services to process cash advances.

6. Prohibited Transactions. You acknowledge and agree that you will not use the Card Payment Services to accept Payments in connection with the following businesses or business activities, 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); membership, clubs, subscriptions; prostitution; gentleman’s clubs, topless bars, and strip clubs; video (web-based sexually oriented video), (ii) airlines, (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) business physically located outside the U.S. (off shore acquiring), (viii) businesses selling age or legally restricted products or services (e.g., sale of alcohol and tobacco), Internet/MOTO, (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) cruiselines, (xvii) data pass (merchants up-selling or cross-selling products or 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 purchaser 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 best is made, lotteries, illegal gambling, including Internet gambling, sports forecasting or odds making, (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 packages, (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 & endorsements, pre-checked opt out boxes, refund/cancellation avoidance, 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), (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; 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 they don’t return the merchandise at the end of a free trial period), (xlv) nutraceuticals (e.g., acai berry or health related teas or drinks), (xlvi) payday loans and unsecure loan/lines originating from non-FDIC insured banks, (xlvii) prescription drug sales, Internet/MOTO, (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, 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); selling products/services as an agent for a third party, (liv) third party payment processors/aggregators/payment service companies (e.g., bill pay service, crowd funding, peer-to-peer payments, digital wallets, commissary accounts) falling outside of Card Brand approved requirements (Payment Facilitators), (lv) timeshare, (lvi) tobacco products (including cigarettes), Internet/MOTO, (lvii) virtual currency that can be monetized, re-sold or converted to physical/digital goods/services or otherwise exit the virtual world, or (lviii) weapons, ammunitions, and firearm parts, Internet/MOTO.

7. Applicable Card Brand Rules. The Card Brands require that you comply with their applicable bylaws, rules, and regulations (“Card Brand Rules”). The Card Brands have the right to amend the Card Brand Rules. AppFolio may be required to change these Terms of Service in connection with amendments to the Card Brand Rules, which are located at:

http://www.mastercard.com/us/merchant/how_works/merchant_rules.html;

https://usa.visa.com/dam/VCOM/download/about-visa/visa-rules-public.pdf; and

http://www.discovernetwork.com/merchants/index.html.

For clarity, please note that the Card Brand Rules currently 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.

8. Account Deposits. Subject to the payout schedule below and these Terms of Service, and once your designated bank account(s) (“Bank Account”) information is verified, Payments actually received by Bank for transactions submitted through the Card Payment 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. You are responsible for monitoring your transactions and ensuring that payments to you in connection with the Card Payment 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.

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.

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 for the entire time it takes for us to do so. Payout may also be deferred or access to your funds may also be restricted as required by law or court order or if otherwise requested by law enforcement or governmental entity.

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 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 Payment 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 agree to contact us immediately.

12. Reserve. At any time and from time to time, payments to you may be suspended or delayed or 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 Payment 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 Payment 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 these Terms of Service, 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 these Terms of Service, 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.

13. Refunds and Returns. By accepting payment card transactions through the Card Payment 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 these Terms of Service and the Card Brand Rules. 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.

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 these Terms of Service.

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 or 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 these Terms of Service 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 or regulation 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.

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 the Payment Card Services.

17. Contesting Chargebacks. You agree to assist us when requested, at your expense, to investigate any of your transactions processed through the Payment 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 will request necessary information from you to contest the Chargeback. 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 you choose not to contest the Chargeback, we may recover the Chargeback amount and any associated fees as described in these Terms of Service. You acknowledge that your failure to assist us in a timely manner when investigating a transaction, including providing necessary documentation within ten (10) 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.

18. Our Set-off Rights. To the extent permitted by law, we may set off against the balances for any obligation you owe us under these Terms of Service, 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 any other amounts processed by you through the Card Services

19. Our Processing Errors. We will attempt to rectify processing errors 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. Transactions that you process incorrectly will only be corrected if and when you notify us of such an error. 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.

20. Access to Cardholder Data and Card Data Security. If and to the extent you get access to the Cardholder Data (as defined below), you agree that at all times you shall be compliant with the Payment Card Industry Data Security Standards (PCI DSS) and that you shall certify such compliance in accordance with the Card Brands Rules, or when asked by AppFolio to do so. You also agree that you will 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 Payment Services, you agree that you will not (i) use the Cardholder Data for any purpose other than for the Card Payment 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.

21. Limitation of Liability. Notwithstanding anything in these Terms of Service 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, 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. Notwithstanding anything in these Terms of Service to the contrary, AppFolio’s and Bank’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 Agreement) 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 Bank for Card Payment Services delivered hereunder (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 fifty thousand dollars ($50,000).

22. Term and Termination. These Terms of Service shall be conterminous with your subscription to AppFolio Property Manager. Notwithstanding the above, AppFolio and/or Bank, at their respective sole discretion, may terminate these Terms of Service at any time for any reason.

COMMERCIAL ENTITY AGREEMENT

This Commercial Entity User Agreement (“Commercial Entity Agreement” or “CEA”) is provided to all customers of AppFolio, Inc. (“AppFolio”) that qualify as Commercial Entities (as defined by Visa U.S.A., Inc. (“Visa”) and MasterCard Worldwide (“MasterCard”)) and use AppFolio’s services to accept credit or debit cards issued by the Card Brands (as defined below) (the “Cards”) from their customers (the “AppFolio Services”). Each Commercial Entity receiving this CEA is hereby referred to as “AppFolio Customer,” “you” and/or “your.”

YOU HAVE AGREED TO THE APPFOLIO TERMS OF SERVICE, WHICH SET FORTH REQUIREMENTS REGARDING THE APPFOLIO SERVICES AND ARE INCORPORATED INTO THIS CEA BY REFERENCE.

BY ACCEPTING THE APPFOLIO TERMS OF SERVICE, YOU CONSENT TO BE BOUND BY THIS CEA, WHICH CONSTITUTES A LEGALLY BINDING CONTRACT BETWEEN YOU AND WELLS FARGO BANK, N.A. (“WELLS FARGO,” “WE”, “US” AND/OR “OUR”) TO GOVERN THE AUTHORIZATION AND SETTLEMENT OF TRANSACTIONS CONDUCTED BETWEEN YOU AND YOUR CUSTOMERS USING THE CARDS THROUGH APPFOLIO 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 AppFolio Services and enforce any of the provisions of the AppFolio Terms of Service 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.

1. Purpose. When your customer pays you through AppFolio Services, they have 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 Visa, MasterCard, and/or DFS Services LLC (“DFS.” and collectively with Visa and MasterCard, 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 Card Brands’ rules as they pertain to the Card payments you receive through the AppFolio Services.

2. Card Brands’ Rules. You agree to comply with all Card Brands’ 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 Brands’ 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 Brands’ rules, which rules are located at:

http://www.mastercard.com/us/merchant/how_works/merchant_rules.html; and

http://usa.visa.com/merchants/operations/op_regulations.html?it=c|/merchants/|Visa%20Operating%20Regulations; and

http://www.discovernetwork.com/merchants/index.html

Without limiting the generality of the foregoing, AppFolio Customer agrees to comply with the following requirements and restrictions:

(a) Deposit Transactions. You agree to accept Card payments through AppFolio Services only for bonafide transactions between you and your customer for your services. 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.

(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 itself or any of its 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 the Cardholder Data (as defined below), you agree that at all times you shall be compliant with the Payment Card Industry Data Security Standards (PCIDSS) and that you shall certify such compliance in accordance with Card Brands’ rules, or when asked by AppFolio to do so. You also agree that you will 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 AppFolio Services, you agree that you will 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 on 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. 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. Proper disclosure would include wording that is prominently displayed and states “NO REFUND” or something substantially similar and includes any special terms. You acknowledge that qualifying your refund or exchange terms does not completely eliminate your liability for a refund because consumer protection laws and Card Brands’ rules frequently allow the cardholder to still dispute these items.

(k) Compliance with Laws; Privacy Policy Display. You will not access and/or utilize the AppFolio Services for illegal purposes and will not interfere or disrupt networks connected with the AppFolio Services. If applicable, you agree 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 Credit Card transactions; however, by using AppFolio 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 purchased; (ii) retain this permission for the duration of the recurring services and provide it upon request to AppFolio, Wells Fargo or the issuing bank of your customer’s Card; 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 at least three (3) days prior to the transaction date); 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.

3. Payment Instructions. You authorize and instruct us 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.

4. Term and Termination. This CEA is effective upon the date you electronically agreed to, or accepted the AppFolio Terms of Service or otherwise agreed to this CEA (by “click-through” or otherwise), and shall remain effective so long as you use the AppFolio Services. This CEA will terminate automatically upon any termination or expiration of your AppFolio user agreement, 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 AppFolio user agreement, 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 Agreement at any time for any reason.

5. Indemnification. You agree to indemnify and hold AppFolio and Wells Fargo harmless from and against all losses, liabilities, damages and expense 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 issuing bank of the customer’s Card). AppFolio and Wells Fargo agree to indemnify and hold you 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 AppFolio and Wells Fargo under this CEA; or (b) the gross negligence or willful misconduct of AppFolio and Wells Fargo or AppFolio’s and Wells Fargo’s employee(s) in connection with this CEA.

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.

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, 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. Notwithstanding anything in this CEA to the contrary, in no event shall Wells Fargo be liable or responsible for any delays or errors in our performance of the services caused by our service providers or other parties or events outside of our 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 fifty thousand dollars ($50,000).

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.

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.

9. Assignment; Amendments. This CEA may only be assigned in connection with a permitted assignment under the AppFolio Terms of Service. 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, Wells Fargo will provide you with 30 days’ prior notice of such change via AppFolio posting a notice on the AppFolio website(s). After this 30 day notice, you will be considered as having expressly consented to all changes to the CEA if you continue to use the AppFolio 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.

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 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.

11. Relationship between the Parties. No agency, partnership, joint venture or employment relationship is created between AppFolio 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. Neither party will bind, or attempt to bind, the other party to any contract or the performance of any obligation, and neither party will represent to any third party that it has any right to enter into any binding obligation on the other party’s behalf.

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.

ACH TENANT PAYMENT SERVICES

Jack Henry & Associates, Inc., acting through its ProfitStars Division (JHA):

1. ACH Services. If you (“you” and “Merchant”) subscribe to AppFolio Property Manager you may elect to apply for ACH Tenant Payment Services, which Services will be conterminous with your subscription to the AppFolio Property Manager.

If you elect to apply for the ACH Tenant Payment Services (“ACH Services”), you shall be responsible for completing and submitting to AppFolio an initial written application and supporting documentation about your business and financial status, for AppFolio’s consideration in the account set-up and provision of the ACH Services. You acknowledge that AppFolio shall be entitled to rely upon the validity, accuracy and completeness of the information provided by you in your application and supporting documentation to AppFolio, for AppFolio’s use in performing its due diligence review of your status and financial standing for determining (a) if AppFolio will provide its ACH Services to you under this Agreement; and (b) the credit and account processing standards and limits that AppFolio will apply to the processing of your Entries. Subsequent to the initial acceptance and set-up of Merchant for AppFolio’s provision of the ACH Services, AppFolio may from time to time request that you provide updated information and supporting documentation to AppFolio to confirm your then-current business and credit status, which you shall apply best efforts to deliver to AppFolio within three (3) business days following receipt of AppFolio’s written request. Any failure by you to provide the information and supporting documentation requested by AppFolio via the application or by other means within a timely manner shall be deemed to be a material breach of this Agreement by Merchant.

When Merchant’s application has been accepted and approved by AppFolio, AppFolio shall provide the ACH Services. Merchant shall utilize and access the ACH Services in accordance with the terms of this Agreement and the practices and procedures established by AppFolio for the ACH Services, which have been communicated to Merchant.

2. Additional Representations and Warranties. To the extent you are using the ACH Services, you further warrant, represent and covenant to us that (a) you have verified or will verify the accuracy of transactions processed or payments collected via the ACH Services, (b) you have secured all necessary permissions, consents, licenses, waivers and release for the processing of the ACH Services and each part thereof, and (c) you will not generate transactions that violate the laws or regulations of the United States.

3. Our Rights. We may, at our sole discretion, restrict or remove your access to ACH Services, if you violate the Agreement or any related policies or guidelines.

4. Definitions.

ACH Transaction: An electronic payment transaction originated by Merchant and processed through the ACH Network in the Federal Reserve System.

Agreement: The AppFolio terms of service contained herein.

Authorized Account: Bank account or accounts as designated by Merchant in its written application for ACH Services and/or additional bank accounts designated by Merchant and communicated to AppFolio.

Customer: Merchant’s tenant who submits a payment to Merchant by means of ACH Transaction.

Entry: A transaction submitted by Merchant to AppFolio for processing by the ACH Services and further defined in the NACHA Rules.

JHA: Jack Henry & Associates, Inc., acting through its ProfitStars Division. AppFolio’s third-party payment processor for ACH Services.

NACHA Rules: The then-current rules, regulations and procedural guidelines published by the National Automated Clearing House Association (“NACHA”) and/or all regional payment alliances associated with NACHA.

Originating Depository Financial Institution or ODFI: In an ACH Transaction, 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 the Merchant’s or Customer’s account, as these terms are further defined in the NACHA Rules.

Receiving Depository Financial Institution or RDFI: A financial institution qualified to receive ACH Entries.

Reject/Return: The return of an original Entry that either could not be posted or was not able to be identified by the RDFI.

Settlement Account: A commercial demand deposit bank account which Merchant has established for JHA’s access and use to settle financial payment transactions processed by JHA under this Agreement.

5. Transmittal of Entries by Merchant. You hereby authorize AppFolio to initiate ACH credits and debits and adjustments to the Authorized Account(s). This authorization will remain in effect after termination of this Agreement until all of Merchant’s obligations to AppFolio and/or JHA have been paid in full. Confirmation from AppFolio of a credit or debit ACH transaction does not constitute a warranty that the Merchant will be paid for the transaction.

6. Authorizations. If individual ACH Transaction values or the monthly total of the Merchant’s ACH debits and credits exceeds AppFolio’s standard limits, Merchant may request AppFolio to increase these limits by agreeing to additional underwriting review to be performed by AppFolio. AppFolio reserves the right to cease providing the ACH Services to Merchant if AppFolio in its sole discretion determines that the ACH Services provided to the Merchant hereunder contribute to an unacceptable volume of Rejects or Returns. Additionally, AppFolio reserves the right to determine adjustment of fees, potential reserves, or cancel the ACH Service to Merchant if AppFolio, in its sole discretion, determines that other factors may affect the risk of fraud or Merchant instability.

7. Recoupment and Set-Off. Merchant shall immediately reimburse JHA for any returns or shortfalls that occur in Merchant’s Settlement Account. JHA reserves the right to delay the availability of funds for deposit without prior written notices to Merchant if, in its sole discretion, JHA deems itself at financial or relative risk for any and all Services performed under this Agreement.

Merchant hereby acknowledges and agrees that JHA shall have a right of setoff against:

(a) any amounts JHA would otherwise be obligated to deposit into Merchant’s account, and

(b) any other amounts JHA may owe Merchant under this Agreement.

8. Compliance With NACHA Rules and Laws. Each party shall comply with the then-current NACHA Rules that apply to ACH Transactions processed under this Agreement. Furthermore, Merchant agrees to comply with all applicable Federal, state and local laws, rules and regulations as amended from time to time regarding the subject matter of this Agreement, including but not limited to the Federal Fair Credit Reporting Act and Regulation E, 12 CFR 205 et. seq., Regulation CC, Articles 4 and 4A of the Uniform Commercial Code, the Electronic Funds Transfer Act and the Office of Foreign Assets Control (OFAC).

9. Term and Termination

9.1 Term: The term of this Agreement shall be conterminous with your subscription to AppFolio Property Manager.

9.2 Notwithstanding the above, Termination For Cause may be exercised per the terms outlined below:

(a) Termination Due to Material Breach: This Agreement may be terminated by either party for cause upon giving the other party written notice of the breach of this Agreement committed by the other party and giving the other party thirty (30) days to cure the breach.

(b) Termination Due to Changed Circumstances: AppFolio reserves the right to terminate this Agreement in whole or in part at any time due to the occurrence of any of the following changed circumstances:

(1) Merchant becomes insolvent, enters into suspension of payments, moratorium, reorganization or bankruptcy, makes a general assignment for the benefit of creditors, admits in writing its inability to pay debts as they mature, suffers or permits the appointment of a receiver for its business or assets, or avails itself of or becomes subject to any other judicial or administrative proceeding that relates to insolvency or protection of creditors' rights, any of which in AppFolio’s reasonable judgment impairs the ability of Merchant to perform its responsibilities under this Agreement;

(2) In AppFolio’s sole judgment, there is a deterioration or other materially negative change in Merchant’s financial status or structure which increases the financial risk being assumed by AppFolio in processing Merchant’s Entries;

(3) There is a change in the laws, regulations or NACHA Rules that are applicable to this Agreement and AppFolio’s provision of any of the ACH Services which restricts or prohibits AppFolio from providing the affected ACH Services to Merchant or significantly increases AppFolio’s costs in providing the affected ACH Services to its customers generally; or

(4) Merchant’s business and/or assets are acquired by a competitor of AppFolio.

In these instances, AppFolio will provide written notice of the termination on this basis to Merchant, which shall become effective upon receipt by Merchant.

10. Representations and Warranties

10.1 AppFolio represents and warrants to Merchant that its ACH Services will be performed in a professional and timely manner consistent with ACH transaction processing industry standards and in accordance with the NACHA Rules and applicable laws and regulations. In the event that Merchant discovers an error in the ACH Services, which has been caused by AppFolio or JHA, Merchant shall immediately notify AppFolio of the existence and details of the error. AppFolio shall apply commercially reasonable efforts to correct the error within a reasonable time after AppFolio’s receipt of notification of the error. EXCEPT FOR THE FOREGOING WARRANTY, APPFOLIO MAKES NO OTHER WARRANTIES FOR THE SERVICES PROVIDED BY APPFOLIO AND APPFOLIO DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. AppFolio does not guarantee the completeness or accuracy of the information provided from a third-party database. AppFolio shall have no liability to Merchant for any invalid Customer information provided by Merchant or Entries returned unpaid to Merchant.

10.2 Merchant represents and warrants that:

(a) all Entries submitted to AppFolio for processing will comply with applicable laws and regulations and the NACHA Rules pertaining to the Entries;

(b) Merchant will comply with all laws, regulations and the NACHA Rules applicable to Merchant’s activities covered by this Agreement;

(c) all information provided by Merchant initially in its application and supporting documentation, and in all subsequent updates to its application and supporting documentation, provided to AppFolio pursuant to Section 1 above is valid, complete, accurate and up-to-date when given; and

(d) the individual signing and submitting this Agreement, the application for purchase of the ACH Services from AppFolio, and all future updates to the application and supporting documentation has the legal authority to make and bind Merchant to the agreements, warranties and commitments stated in this Agreement and the submitted application on Merchant’s behalf.

(e) it is AppFolio’s corporate policy to not knowingly provide ACH Services for any person or organization whose use of the ACH Services involves or pertains to any activity which is illegal under U.S. law or involves an activity or business with which AppFolio declines to accept and conduct business generally (“Excluded Activity or Activities”). Merchant warrants that it will not use the ACH Services to conduct any of the Excluded Activities, which include but are not limited to the following:

(1) Check cashers or money services businesses (MSBs)

(2) Credit repair services, debt consolidation and forgiveness programs

(3) Government grant or will-writing kits

(4) Internet gambling or accepting payments in connection with Internet gambling

(5) Internet pharmaceutical sales

(6) Internet tobacco or firearms sales

(7) Magazine subscriptions

(8) Organizations residing outside of North America or U.S. Territories

(9) Outbound telemarketing

(10) Payday or subprime loan business

(11) Pornography or other sexually-oriented business

(12) Prepaid vacation/timeshare solicitation services

(13) Psychic or horoscope consultation services

(14) Sweepstakes

(15) Any other activity which AppFolio deems, in its sole discretion, to adversely reflect on AppFolio’s reputation.

AppFolio reserves the right to reject any proposed Merchant account or to refuse to process a transaction for a Merchant that AppFolio deems, in its sole discretion, may use the ACH Services in conjunction with any Excluded Activity. If AppFolio discovers after accepting a Merchant account that the Merchant is utilizing the ACH Services in conjunction with an Excluded Activity, AppFolio may immediately terminate its provision of ACH Services to that Merchant.

11. Indemnification

11.1 AppFolio shall indemnify, defend and hold Merchant harmless from and against all claims, actions, losses and expenses, including reasonable attorney’s fees and legal costs, incurred by Merchant arising out of a third party claim that the ACH Services provided by AppFolio under this Agreement infringe the valid intellectual property rights of the third party, provided that AppFolio is promptly notified by Merchant of its receipt of notice of such claim, is given control of the defense or settlement of such claim, and is given reasonable assistance requested by AppFolio at AppFolio’s cost with regard to such claim.

11.2 Merchant shall indemnify, defend and hold AppFolio, JHA, the ODFI, and the Bank of First Deposit harmless from and against all claims, actions, losses and expenses, including reasonable attorney's fees and legal costs, incurred by AppFolio, JHA, the ODFI, and/or the Bank of First Deposit arising out of (a) Merchant’s breach of this Agreement (including any of Merchant’s representations, warranties, covenants or obligations under this Agreement), the NACHA Rules, or applicable laws and regulations; (b) return of an Entry due to incorrect or incomplete data or information provided by Merchant in the submission of the Entry to AppFolio, a closed Customer account, or insufficient funds in the Customer account, and/or (c) fraudulent activity, wrongful or unauthorized use of the Services, or submission of fraudulent or illegal Entries by Merchant or a third party who has gained access to the ACH Services through the use of Merchant’s AppFolio Property Management account.

12. Limitations of Liability. IN NO EVENT SHALL APPFOLIO, JHA, THE ODFI, OR THE BANK OF FIRST DEPOSIT BE LIABLE TO MERCHANT OR ANY OTHER PARTY FOR ANY LOSS OF PROFITS OR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, EVEN IF THE POSSIBILITY OF THE OCCURRENCE OF SUCH DAMAGES WAS FORESEEABLE. Except for AppFolio’s indemnification liability stated in Section 11.1 above and actual, direct damages arising from any action or omission of action by AppFolio which constitutes the gross negligence or willful misconduct of AppFolio, AppFolio’s aggregate, cumulative liability to the Merchant for all claims of actual direct damages relating to the ACH Services, this Agreement, or the relationship between AppFolio and Merchant, including any cause of action in contract, negligence, tort, strict liability or otherwise, shall not exceed an amount equal to the total amount of fees paid by the Merchant to AppFolio for ACH Services delivered under this Agreement during the three (3) month period preceding the origination of the claim giving rise to liability.

13. Security Procedures; Confidentiality. Merchant agrees to comply with the procedures established by AppFolio for security as are communicated to it either orally or in writing, including the confidentiality provisions of the AppFolio Property Manager Agreement, and will contact AppFolio immediately if it has reason to believe that confidentiality has been or is likely to be breached.

14. Non-Compliance. Non-compliance with the terms of this Agreement could result in immediate implementation of non-compliance fines to Merchant and/or cessation of the ACH Services.

15. General Provisions.

15.1 Governing Law: This Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.

15.2 Assignment: This Agreement shall not be assigned or delegated in whole or in part by Merchant to any other party without the prior written consent of AppFolio, which shall not be unreasonably withheld.

15.3 Legal Fees: In the event of any dispute arising out of or related to the terms of this Agreement, the prevailing party shall be entitled to recover its reasonable attorney's fees, court costs and collection expenses in addition to any other recovery.

15.4 Force Majeure: AppFolio shall not have any responsibility and shall incur no liability for any failure to carry out, or any delay in carrying out, any of its obligations under this Agreement resulting from acts, omissions, or inaccuracies of third parties not under its reasonable control, acts of God (including, but not limited to, fire, floods or adverse weather conditions), labor difficulty, legal constraint, war, terrorism, the unavailability or interruption of transmission or communication facilities or utilities, equipment or other technological failure, emergency conditions or any other cause beyond its reasonable control.

15.6. Independent Contractors: The parties are and shall remain independent contractors and shall have no legal right or authority to make any binding commitments on behalf of the other party.

15.7 Severability. The holding of any provision of this Agreement as invalid, illegal, or unenforceable, in whole or in part, shall not affect the other provisions of this Agreement, which shall remain in full force and effect.

15.8 Survival. All representations, warranties, covenants, and agreements of the Merchant contained herein shall survive the execution, delivery and termination of this Agreement.

OWNER & VENDOR ECHECK PAYMENT SERVICES

JHA Money Center, Inc.

DEFINITIONS: The following terms used in this Agreement shall have the meaning specified below:

(a) “ACH Transaction”: An electronic payment transaction originated by Customer and processed through the ACH Network in the Federal Reserve System.

(b) “Administrator”: The Customer’s employee who has been designated as Customer’s primary contact with JHA MC for the Services and has been appointed by Customer to manage the administration of Services access, including passwords, and communicate authorizations to JHA MC.

(c) “Confidential Information”: As the context requires, whether disclosed orally or in writing or by any other media: (a) the terms of this Agreement, all information and materials provided by either party to the other party for its use in performing in its responsibilities under this Agreement, including but not limited to information relating to the business, products, processing services, technology and systems of the other party; the intellectual property, computer programs, code, algorithms, schematics, data, know-how, processes, ideas, and inventions of the other party or its licensors; names and expertise of employees and consultants; SSAE16 and other audit reports; and other technical, business, financial, customer and product development plans, forecasts, strategies and information; (b) the trade secrets contained in JHA MC’s Software and Services, and (c) all information and materials, including customer and consumer nonpublic personal information and data, provided by a Customer to JHA MC which is covered by a written agreement and obligation of confidentiality. Confidential Information shall not include information which: (i) is in or (through no improper action or inaction by the party receiving the information (the “Receiving Party”) or any employee or agent thereof) enters the public domain;(ii) was rightfully in its possession or known by the Receiving Party prior to receipt from the party disclosing the information (the “Disclosing Party”); (iii) was rightfully disclosed to the Receiving Party by another person without restriction; (iv) was independently developed by or for the Receiving Party without access to and use of any Confidential Information of the Disclosing Party; or (v) is disclosed as legally required pursuant to a court or regulatory agency order or subpoena, provided that the Disclosing Party is first given a reasonable opportunity to seek a protective order or other legal means for prohibiting or restricting the disclosure of its Confidential Information without appropriate confidentiality obligations.

(d) “Courseware”: The end user training courseware and materials relating to the use and operation of the Services and JHA MC’s processing system that JHA MC or a Reseller may provide through classroom training, online training or e-Learning delivery to Customer.

(e) “NACHA Rules”: The then-current rules, regulations and procedural guidelines published by the National Automated Clearing House Association (“NACHA”) and/or all regional payment alliances associated with NACHA.

(f) “Originating Depository Financial Institution” or “ODFI”: In an ACH Transaction, the financial institution which receives the Entry from JHA MC and transmits the “Entry” to its “ACH Operator” for transmittal to a “Receiving Depository Financial Institution” for debit or credit to the Customer’s account, as these capitalized terms are further defined in the NACHA Rules.

(g) “Reseller”: A third party reseller, such as an ISO reseller or Value Added Reseller, appointed and authorized by JHA to resell and/or deliver the Services and Courseware to Customer. The Reseller in this Agreement is Appfolio, Inc., 50 Castilian Drive, Goleta, CA 93117.

(h) “Services”: The payment processing services provided by JHA MC to Customer under this Agreement.

(i) “Settlement Account”: A commercial demand deposit bank account which Customer has established for JHA MC’s access and use to settle Transactions processed by JHA MC under this Agreement.

(j) “Software”: Software programs and associated documentation and materials that JHA MC provides to Customer for use with the Services.

(k) “Solution Section” means each segment of an Exhibit, if any, that describes a Service or Software that is subject to this Agreement with the associated fees, costs, and any special terms and conditions applicable to the Service or Software.

(l) “Transaction”. A payment transaction initiated by Customer and processed by JHA MC, including an ACH Transaction.

2. SET-UP AND DELIVERY OF SERVICES:

2.1 In conjunction with this Agreement, Customer has submitted to Reseller all necessary information and supporting documentation about Customer’s business, for JHA MC’s consideration in the account set-up and provision of the Services to Customer. Customer acknowledges that JHA MC shall be entitled to rely upon the validity, accuracy and completeness of the information provided by Customer, for JHA MC’s use in performing its due diligence review of Customer to determine (a) if JHA MC will enter into this Agreement with Customer; (b) if JHA MC will provide all or any of the Services to Customer under this Agreement; and (c) the account processing standards and limits that JHA MC will apply to the processing of Customer’s Entries. Subsequent to the initial acceptance and set-up of Customer for JHA MC’s provision of the Services, JHA MC may from time to time request that Customer provide updated information and supporting documentation to JHA MC or Reseller to confirm Customer’s then-current business, which Customer shall apply best efforts to deliver to JHA MC or Reseller within three (3) business days following receipt of JHA MC’s written request. Any failure by Customer to provide the information and supporting documentation requested in a timely manner shall be deemed to be a material breach of this Agreement by Customer.

2.2 When Customer has been accepted by JHA MC, JHA MC, either directly or through a Reseller who has contracted for the delivery of Services with Customer, shall provide the Services selected by Customer. Customer shall utilize and access the Services in accordance with the terms of this Agreement and the practices and procedures established by JHA MC or the Reseller for the Services which have been communicated in writing to Customer.

Customer shall determine who will be authorized to use the Services. Customer is responsible for its actions and any other party that Customer authorizes to act on Customer’s behalf or to use the Services. Customer shall closely and regularly monitor the activities of employees who access the Services; and prohibit its employees and agents from initiating Transactions in the Services without proper authorization and supervision and adequate security controls.

2.3 Customer acknowledges that JHA MC has specific processing deadlines imposed by its ODFI and the ACH Operator for ACH Transactions. Files received by the deadline 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.

3. REFUND, RECOUPMENT, SET-OFF AND PROVISIONAL CREDITS:

3.1 JHA MC will send an ACH debit on JHA MC’s behalf to Customer’s Settlement Account to collect the funding for the Transactions initiated by Customer. Any return by Customer of the debit sent to collect the cumulative amount for all daily payments is strictly prohibited and shall constitute breach of contract by Customer. As soon as notice is provided to Customer that any debited funds have been returned, Customer shall use best efforts to wire to JHA MC on that same day immediately available funds in the amount of any returned debit, but not later than 5:00p Central Time on the second business day after Customer receives notice. Customer acknowledges that time is of the essence in its obligation to cover immediately any such returned debited funds. Further, Customer shall indemnify JHA from any and all actual direct loss suffered by JHA MC from any such incorrectly returned debit. All funds held by JHA MC overnight will be held for safety in overnight investment accounts. Interest, if any, on such funds will be paid to JHA MC as part of its compensation for the Services.

3.2 Customer hereby acknowledges and agrees that JHA MC shall have a right of setoff against:

(a) any amounts JHA MC would otherwise be obligated to deposit into Customer’s account, and

(b) any other amounts JHA MC may owe Customer under this Agreement.

3.3 Right to Refund. Customer may request a refund of a Transaction, by contacting Reseller, if:

(a) the instructions as to where the funds should be forwarded or transmitted have not been complied with by JHA MC; or

(b) the funds have not been committed, forwarded or transmitted to the designated Recipient, as defined below, within ten (10) calendar days of JHA MC’s receipt of the funds.

3.4 Provisional Credits. Customer acknowledges that any credit given by the Receiving Depository Financial Institution (the “RDFI”) to the account designated to receive the funds in a Transaction (each a “Recipient”) is provisional until the RDFI has received final settlement of the funds. If the RDFI does not receive final settlement for the credit Entry in a Transaction, the RDFI is entitled to a refund from the Recipient in the amount of the credit to the Recipient, and Customer will not be considered to have paid the amount of the credit Entry to the Recipient.

4. PRICING AND PAYMENT:

4.1 Customer shall pay Reseller for the Services in accordance with the written agreement between Reseller and Customer. Reseller is responsible for providing Customer with an accurate statement of all fees due for the Services.

5. NACHA RULES AND JHA MC GUIDELINES: Each party shall comply with the then-current NACHA Rules which apply to ACH Transactions processed under this Agreement. In addition, JHA MC may publish to Customer and other customers its own standard operating and implementation guidelines for the Services with respect to specific NACHA Rules which will govern and apply to this Agreement as if set forth herein.

6. CONFIDENTIAL INFORMATION AND SECURITY PROCEDURES:

6.1 Customer shall protect and maintain the confidentiality of all Confidential Information disclosed by JHA MC to Customer under this Agreement and comply with the security procedures described in this Agreement and in any JHA MC policies and procedures communicated in writing to Customer. Customer acknowledges that the purpose of these security procedures is for verification of authenticity of a Transaction and not to detect an error in the transmission or content of a Transaction. No security procedure for the detection of any such error has been agreed upon between JHA MC and Customer. Customer is strictly responsible to establish and maintain the procedures to safeguard against unauthorized transmissions.

6.2 JHA MC may deny access to the Services without prior notice if it is unable to confirm to its satisfaction any person’s authority to access the Services or if JHA MC believes such action is necessary for security reasons.

6.3 Customer acknowledges that the Services and Software provided by JHA MC under this Agreement incorporates trade secrets of JHA MC and its licensors, and as such is protected by civil and criminal law. Customer shall notify JHA MC immediately of the unauthorized possession, use or knowledge of any item supplied under this Agreement by any person or organization not authorized by this Agreement to have such possession, use or knowledge. JHA MC shall have, in addition to any other remedies available to it at law or equity, the right to seek injunctive relief enjoining any wrongful use or possession of the trade secrets contained in the Services or Software by any party. Customer acknowledges that irreparable harm will occur to JHA MC in the event of such wrongful use or possession of the trade secrets contained in the Services or Software and that other remedies are inadequate.

7. CONSUMER TRANSACTIONS; DATA PRIVACY AND SECURITY

7.1 Customer acknowledges and agrees that at the time of execution of this Agreement only business-related Transactions may be processed under this Agreement. No consumer Transactions for personal, family or household purposes shall be submitted,

7.2 In accordance with applicable data privacy laws and regulations, which may include but not be limited to the Gramm-Leach-Bliley Act (“GLBA”) and the Health Insurance Portability and Accountability Act ("HIPAA"), JHA MC shall not disclose or permit access to or use of the non-public personal information of individual consumers made available by Customer to JHA MC for any purposes other than those specifically required to fulfill JHA MC's contractual obligations with Customer. JHA MC shall not sell the consumer information for any reason. In connection with providing Services to Customer, JHA MC shall take all commercially reasonable steps to ensure the privacy and security of the consumer information in JHA MC’s possession and protect against anticipated threats and hazards to the security of such information. JHA MC shall take all commercially reasonable steps to prevent unauthorized access to or use of such consumer information that could result in substantial harm or inconvenience to Customer or its consumers. In the event any court or regulatory agency seeks to compel disclosure of the information, JHA MC shall, if legally permissible, promptly notify Customer of the disclosure requirement and will cooperate so that Customer may at its expense seek to legally prevent this disclosure of the information.

7.3 JHA MC’s parent company, Jack Henry & Associates, Inc., has separately published its data privacy and security compliance commitment to its and its affiliated companies’ customers, which corresponds at a minimum to the provisions of this Section 7 as of the effective date of this Agreement. To the extent that additional commitments are reflected in future published versions of this policy, these additional commitments shall be incorporated as part of this Agreement without further actions by the parties. In no event shall a future published data privacy and security compliance statement lessen or eliminate any of the commitments stated in this Section 7.

7.4 If a breach of security results in an unauthorized intrusion into JHA MC’s systems which directly and materially affects Customer or its consumers, appropriate measures will be taken to stop the intrusion; JHA MC will report on the intrusion to Customer within a reasonable time after discovery of the intrusion and report the subsequent corrective action taken in response to the intrusion; and provide reasonable assistance to Customer to support any mandatory disclosures about the intrusion to its consumers as required by law. If law enforcement agencies are notified about the intrusion, JHA MC may delay its notification of the intrusion to Customer until authorized to do so by the law enforcement agencies.

8. WARRANTIES:

8.1 JHA MC warrants to Customer that its Services will be performed in a professional and timely manner consistent with industry standards and in accordance with the NACHA Rules and applicable laws and regulations and any written JHA MC policies and procedures communicated by JHA MC to Customer. In the event that Customer discovers an error in the Services or Software which has been caused by JHA MC, if Customer has contracted directly with JHA MC for the Services, Customer shall immediately notify JHA MC of the existence and details of the error; if Customer has contracted with a Reseller for the Services, then Customer shall provide this notification to Reseller. JHA MC shall apply commercially reasonable efforts to correct the error within a reasonable time after JHA MC’s receipt of notification of the error. EXCEPT FOR THE FOREGOING WARRANTY, JHA MC MAKES NO OTHER WARRANTIES FOR THE SERVICES PROVIDED BY JHA MC AND JHA MC DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. JHA MC does not guarantee the completeness or accuracy of the information provided from a third-party database. JHA MC shall have no liability to Customer for any invalid Customer information provided by Customer or Entries returned unpaid to Customer.

8.2 Customer warrants that:

(a)all Transactions submitted to JHA MC for processing will comply with applicable laws and regulations and the NACHA Rules pertaining to the Transactions;

(b) Customer will comply with all laws, regulations and the NACHA Rules applicable to Customer’s activities covered by this Agreement;

(c) all information provided by Customer initially and in supporting documentation and subsequently in all updates provided to Reseller or JHA MC pursuant to Section 2.1 above is valid, complete, accurate and up-to-date;

(d) the individual accepting this Agreement, and all future updates to supporting documentation has the legal authority to make and bind Customer to the agreements, warranties and commitments stated in this Agreement ; and

(e) only business-related Transactions may be processed under this Agreement and no consumer Transactions for personal, family or household purposes shall be submitted.

(f)It is JHA MC’s corporate policy not to knowingly provide processing Services for any person or organization whose use of the processing Services involves or pertains to, and Customer acknowledges and agrees that, it is strictly prohibited for Customer to utilize the JHA Solutions for, any activity which is illegal under U.S. law or involves an activity or business with which JHA MC declines to accept and conduct business generally (“Excluded Activity or Activities”). Customer warrants that it will not utilize the Services with respect to any of the Excluded Activities, which include but are not limited to the following:

(1) Cash Advance/Check Cashers/ Payday Loan Business

(2) Bank Drafts, Remotely Created Checks or Electronically Created Payment Orders

(3) Government Grant or Will-Writing Kits

(4) International ACH Transactions (IAT)

(5) Internet Gambling payments (see Regulation GG)

(6) Internet Tobacco or Firearms Sales

(7) Predatory consumer lending business

(8) Pornography or other Sexually-Oriented Businesses

(9) Psychic or Horoscope Consultation Services

(10) Sweepstakes

(11) Shell Banks

(12) Used car dealerships exporting cars

(13) Foreign businesses importing cars

(14) Title Loan Businesses

(15) Embassy/Foreign Consulate/Foreign Mission Accounts

(16) Marijuana Related Businesses

JHA MC may publish to its resellers and customers from time to time a more detailed and comprehensive list of businesses and activities which JHA MC includes within the scope of Excluded Activities. JHA MC reserves the right to reject and to refuse to process a Transaction that JHA MC deems, in its sole discretion, may constitute use of the processing Services in conjunction with any Excluded Activity. If JHA MC has reason to believe that the Customer is utilizing the processing Services in conjunction with an Excluded Activity, JHA MC may immediately terminate its provision of processing Services to Customer immediately upon written notice to Customer.

If JHA MC encounters activity which it believes may be suspicious, as determined in JHA MC’s sole discretion, Customer agrees to promptly provide such support and information as JHA MC may reasonably request for investigating and/or reporting of such transactions to governmental entities.

9. INDEMNIFICATION:

9.1 JHA MC shall indemnify, defend and hold Customer harmless from and against all claims, actions, losses and expenses, including reasonable attorney’s fees and legal costs, incurred by Customer arising out of a third party claim that the Services or Software owned and provided by JHA MC under this Agreement infringe the valid United States intellectual property rights of the third party, provided that JHA MC is promptly notified by Customer of its receipt of notice of such claim, is given control of the defense or settlement of such claim, and is given reasonable assistance requested by JHA MC at JHA MC’s cost with regard to such claim.

9.2 Customer shall indemnify, defend and hold JHA MC, its ODFI, and its third party service providers harmless from and against all claims, actions, losses and expenses, including fines, penalties, reasonable attorney's fees and legal costs, incurred by JHA MC, its ODFI, or its third party service providers arising out of (a) Customer’s breach of this Agreement, the NACHA Rules or applicable laws and regulations; (b) incorrect or incomplete data or information provided by Customer in the submission of a Transaction to JHA MC, a closed Settlement Account, or insufficient funds in the Settlement Account, or return of an ACH debit on the Settlement Account initiated by JHA MC, and/or (c) fraudulent activity, wrongful or unauthorized use of the Services, or submission of fraudulent or illegal Transactions by Customer or a third party.

10. LIMITATIONS OF LIABILITY: IN NO EVENT SHALL JHA MC, ITS ODFI, OR ITS THIRD PARTY SERVICE PROVIDERS, BE LIABLE TO CUSTOMER OR ANY OTHER PARTY FOR ANY LOSS OF PROFITS OR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, EVEN IF THE POSSIBILITY OF THE OCCURRENCE OF SUCH DAMAGES WAS FORESEEABLE. Except as otherwise required by law, in no event shall JHA MC be liable for damages for non-delivery or delay of a payment transaction, unless arising from the gross negligence or willful misconduct of JHA MC. Except for JHA MC’s indemnification liability stated in Section 9.1 above and actual, direct damages arising from any action or omission of action by JHA MC which constitutes the gross negligence or willful misconduct of JHA MC, the sole remedy of Customer and JHA MC’s aggregate, cumulative liability to the Customer for all claims of actual direct damages relating to the Services, this Agreement, or the relationship between JHA MC and Customer, including any cause of action in contract, negligence, tort, strict liability or otherwise, shall not exceed an amount equal to the total amount of all fees earned by JHA for Services delivered under this Agreement during the three (3) month period preceding the origination of the claim giving rise to liability.

11. TERM AND TERMINATION:

11.1 Term: This Agreement shall be coterminous with the agreement between Customer and Reseller.

11.2 Termination For Cause:

(a) Termination Due to Material Breach: This Agreement may be terminated by either party for cause upon giving the other party written notice of the breach of this Agreement committed by the other party and giving the other party a reasonable time to cure the breach. For the purpose of this Agreement, a reasonable time to cure the breach specified in the written notice shall be deemed to be:

(1) For any breach of Sections 2.1, 2.2, 3.1, 3.3, 4.1, 6, 7 or 8.2 above: Five (5) business days from receipt of written notice.

(2) For all other types of breach of this Agreement, except as provided below: Thirty (30) calendar days from receipt of written notice of the breach.

Notwithstanding the foregoing, in the event either party materially breaches any provision of this Agreement by fraud, act of intent to defraud, failure to notify the other party of a material change in party’s financial structure or a material change in the information originally provided to induce the other party to enter into the Agreement, the non-breaching party may immediately terminate this Agreement in writing without giving the breaching party an opportunity to cure the breach with prior written notice.

(b) Termination Due to Changed Circumstances: JHA MC reserves the right to terminate this Agreement in whole or in part at any time due to the occurrence of any of the following changed circumstances:

(1) Customer becomes insolvent, enters into suspension of payments, moratorium, reorganization or bankruptcy, makes a general assignment for the benefit of creditors, admits in writing its inability to pay debts as they mature, suffers or permits the appointment of a receiver for its business or assets, or avails itself of or becomes subject to any other judicial or administrative proceeding that relates to insolvency or protection of creditors' rights, any of which in JHA MC’s reasonable judgment impairs the ability of Customer to perform its responsibilities under this Agreement;

(2) In JHA MC’s sole judgment, there is a deterioration or other materially negative change in Customer’s financial status or structure which increases the financial risk being assumed by JHA MC in processing Customer’s Transactions;

(3) There is a change in the laws, regulations, regulatory guidance, or NACHA Rules that are applicable to this Agreement and JHA MC’s provision of any of the Services which restricts or prohibits JHA MC from providing the affected Services to Customer, would be reasonably likely to cause material liability relating to legal or regulatory issues for JHA MC, or which presents reputational risk to JHA MC or would significantly increase JHA MC’s costs in providing the affected Services to its customers generally; or

(4) Customer’s business and/or assets are acquired by a competitor of JHA MC,

In these instances, JHA MC will provide written notice of the termination on this basis to Customer, which shall become effective upon receipt by Customer.

12. SURVIVAL OF OBLIGATIONS: The provisions of Sections 3, 6, 7, 8, 9, 10, 12, and 13 of this Agreement and any other provisions of the other Sections of this Agreement which by their nature should reasonably be expected to continue to apply after termination of this Agreement shall survive the termination of this Agreement.

13. GENERAL PROVISIONS:

13.1 Governing Law: This Agreement will be governed by and construed in accordance with the laws of the State of Missouri, without regard to its conflict of laws principles.

13.2 Notice: Any notice required or permitted hereunder shall be in writing and shall be sent by certified mail, return receipt requested, or by overnight express mail or reputable overnight courier, with proof of delivery retained, and addressed to the respective parties at the address set forth below. Notice of breach or termination of this Agreement sent to JHA MC shall be directed to the same address, attention Legal Department.

13.3 Assignment: This Agreement shall not be assigned or delegated in whole or in part by Customer to any other party without the prior written consent of JHA MC, which shall not be unreasonably withheld.

13.4 Legal Fees: In the event of any dispute arising out of or related to the terms of this Agreement, the prevailing party shall be entitled to recover its reasonable attorney's fees, court costs and collection expenses in addition to any other recovery.

13.5 Force Majeure: If performance by JHA MC, its ODFI, its third party service providers or any of their respective affiliates, of any Services or obligation under this Agreement is prevented, restricted, delayed or interfered with by reason of acts or events beyond their reasonable control, including but not limited to labor disputes and strikes; acts of nature, fire, floods, lightning, hurricanes, earthquakes or severe weather; utility or communications failures; failures of the ACH network or Federal Reserve Bank system; computer-associated outages or delay in receiving electronic data; war, civil commotion or acts of terrorism; or the introduction of any new law, order or regulation which prohibits or restricts performance of this Agreement, then JHA MC, its ODFI, its third party service providers and their respective affiliates affected by the occurrence of such acts or events shall be excused from their performance hereunder to the extent of the prevention, restriction, delay or interference.

13.6 Amendment: This Agreement may be amended only by a written document signed by authorized representatives of both parties.

13.7 Entire Agreement: This Agreement contains the entire agreement between Customer and JHA MC relating to the subject matter addressed herein, and supersedes any prior or contemporaneous understandings or agreements, whether oral or written, between the parties regarding the subject matter of this Agreement.

13.8 Form and Delivery of Signed Agreement: This Agreement may be executed by the parties by applying manual or electronic signatures or acceptance by its authorized representatives. For legal evidentiary purposes, a facsimile, scanned or other electronic copy of this Agreement bearing the signatures and/or electronic acceptance of the authorized representatives of customer shall be deemed as an equivalent to a signed original copy of this Agreement.

13.9 Independent Contractors: The parties are and shall remain independent contractors and shall have no legal right or authority to make any binding commitments on behalf of the other party.

13.10 Conflicting Provisions: In the event of a conflict or ambiguity between any Solution Section, if applicable, and these terms and conditions or any other document, the terms and conditions of the Solution Section will prevail with respect to the Services covered by that Solution Section unless otherwise provided.

CASH TRANSACTION PAYMENT SERVICES

If you subscribe to AppFolio Property Manager you may elect to purchase Cash Transaction Payment Services, which Services will be conterminous with your subscription to the AppFolio Property Manager.

Under a Payment Processing Agreement between AppFolio and PayNearMe, Inc., PayNearMe will, through AppFolio, provide a web-based technology merchant payment processing service and supporting network infrastructure (the “Cash Transaction Network”) to enable acceptance of cash payments on your behalf at participating 7-Eleven stores, Ace Cash Express stores and other payment locations designated by PayNearMe (the “Cash Transaction Payment Services”);

In connection with your use of the Cash Transaction Payment Services, you agree:

(i) that PayNearMe and its payment locations and AppFolio are authorized to receive cash payments on your behalf (i.e., act as agents for the limited purpose of receiving payments);

(ii) that PayNearMe will remit these payments to AppFolio for disbursement to you, less the PayNearMe and payment location commissions as well as any applicable transaction taxes that PayNearMe or the payment location is obliged to withhold and remit to authorities;

(iii) that we may share such information with PayNearMe as may be necessary in our discretion to enable PayNearMe to perform the Cash Transaction Payment Services;

(iv) that receipt of funds by a payment location on your behalf from any person using the Cash Transaction Network is deemed receipt of funds by you and will satisfy the obligations owed to you in the amount of the applicable payment by such person, even if PayNearMe or we fail to remit such funds to you. You understand and agree that your recourse for any non-remittance of funds received by AppFolio from PayNearMe on behalf of third parties on your behalf is against AppFolio. The receipt issued by the payment location will identify you as the recipient of the payment and may identify AppFolio as well.;

(v) that either AppFolio or PayNearMe can elect to suspend the initiation of new payment transactions at its reasonable discretion, until such time as suspending party agrees to resume processing; and

(vi) that you will reasonably cooperate with PayNearMe and AppFolio in good faith to minimize fraud/theft/abuse/illegality in the use the Cash Transaction Network and Cash Transaction Payment Services and you will promptly respond to reasonable requests in this regard for information concerning payments.

Bill Pay Services

1. Bill Pay Services. If you subscribe to the AppFolio Property Manager Services you may elect to electronically submit check and invoice data from your AppFolio Property Manager database to Jack Henry & Associates, Inc. (“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 AppFolio Property Manager payments platform. 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.

2. Applying for Bill Pay Services. If you elect to apply for the Bill Pay Services, you shall be responsible for completing and submitting to AppFolio an initial written application and supporting documentation about your business and financial status for AppFolio’s consideration in the account set-up and provision of the Bill Pay Services. You acknowledge that AppFolio shall be entitled to rely upon the validity, accuracy and completeness of the information provided by you in your application and supporting documentation for AppFolio’s use in performing its due diligence review of your status and financial standing to determine if AppFolio will provide Bill Pay Services to you. Subsequent to the initial acceptance and set-up of the Bill Pay Services, AppFolio may from time to time request that you provide updated information and supporting documentation to confirm your then-current business and credit status, which you shall use best efforts to deliver to AppFolio to within three (3) business days following receipt of AppFolio’s written request. Failure by you to provide information and supporting documentation requested by AppFolio within a timely manner shall be deemed to be a material breach of these Terms of Service by you.

If your application is accepted and approved by AppFolio, AppFolio will, through JHA, provide the Bill Pay Services. You shall utilize and access the Bill Pay Services in accordance with these Terms of Service and the practices and procedures established by AppFolio for the Bill Pay Services, which have been communicated to you.

3. Term and Termination. The Bill Pay Serviceswill be conterminous with your subscription to AppFolio Property Manager. If you violate these Terms of Service or any related policies, guidelines or any laws or regulations of the United States, then AppFolio, at its sole discretion, may restrict or remove your access to the Bill Pay Services.

4. Representations and Warranties. AppFolio represents and warrants 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, which has been caused by AppFolio or JHA, you shall immediately notify AppFolio of the existence and details of the error. AppFolio shall apply commercially reasonable efforts to correct the error within a reasonable time after AppFolio’s receipt of notification of the error.

EXCEPT FOR THE FOREGOING WARRANTY, NEITHER APPFOLIO NOR JHA MAKES ANY OTHER WARRANTIES FOR THE BILL PAY SERVICES AND APPFOLIO HEREBY EXPRESSLY DISCLAIMS 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. AppFolio shall have no liability to you for any invalid information provided by you or for any returned items.

To the extent you use the Bill Pay Services, you further warrant, represent and covenant to AppFolio 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 release for the processing of the Bill Pay Services and each part thereof, and (c) you will not generate transactions that violate the laws or regulations of the United States.

5. Limitation of Liability. NEITHER PARTY SHALL BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES UNDER THESE TERMS OF SERVICE, WHETHER FORESEEABLE OR UNFORESEEABLE AND WHETHER BASED ON BREACH OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, STATUTE, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT, OR OTHER CAUSE OF ACTION, EVEN IF THAT PARTY WAS AWARE OF THE POSSIBILITY THAT THOSE DAMAGES COULD OCCUR.

FURTHER, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT EXCEED THE SUM OF THE AMOUNTS PAID BY YOU FOR THE SERVICES GIVING RISE TO THE LIABILITY DURING THE ONE YEAR PERIOD IMMEDIATELY PRECEEDING THE DATE THE CAUSE OF ACTION AROSE.

The remedies expressly set forth in these Terms of Service are exclusive. Notwithstanding the foregoing, in the event of a threatened or actual breach of these Terms of Service, either party may seek injunctive or other equitable relief without prejudice to any other rights.

6. Indemnification. You agree to indemnify, hold harmless and defend AppFolio and all our employees, officers, directors and agents (collectively, “AppFolio”) 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 Bill Pay 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, and/or (iii) your gross negligence or willful misconduct. Your indemnification obligations under this Section 6 shall survive any termination or expiration of any of the foregoing agreements.

7. Force Majeure. Neither party will be liable to the other party or any other person or entity for failure to fulfill its obligations due to the occurrence of an event beyond its reasonable control, including, but not limited to, acts of God, public disaster, fire, weather conditions, flood, riot, war, terrorism, civil discord, labor strikes or labor disputes impacting other parties, judicial orders or judicial decrees, governmental laws, governmental regulations, Destructive Elements introduced by other parties, electronic attack or infiltration, internet disturbance, or interruptions of communications, transportation, electricity or other public utilities. Upon the occurrence of an event, the affected party shall take reasonable steps to mitigate the effect of the event upon its performance of these Terms of Service and the affected party shall resume its full performance of these Terms of Service as soon as reasonably practicable once the event has passed.

TENANT SCREENING

1. TENANT SCREENING SERVICES

1.1 Screening Services. If you subscribe to AppFolio Property Manager, then you may elect to subscribe to our online tenant screening services (the "Screening Services") by executing an Order Form or completing the set-up flow and paying the applicable fees. You may use the Screening Services solely to screen prospective tenants (“Applicants”) for the purposes of making informed decisions about their suitability as a tenant. Your use of the Screening Services is subject to your compliance with the Fair Credit Reporting Act (“FCRA”) Requirements, Access Security Requirements and Additional Rules Relating to FICO Scores as set forth below.

1.2 Authorized Use. Subject to the full and timely fulfillment of all your obligations under these Terms of Service and payment of all fees payable by you under any Order Forms and set-up flows for the Screening Services, you are hereby authorized to request and use the criminal, eviction and/or credit information (collectively, the "Information") of your Applicants solely to enable you to make informed decisions in the tenant screening process ("Permissible Purpose"). You certify and warrant that you will request and use the Information solely on Applicants solely for the Permissible Purpose, and for no other purpose. In the event that you violate these Terms of Service or any related policies or guidelines, AppFolio reserves the right to restrict or terminate your access to the Screening Services.

1.3 Screening Service Fees. You agree to pay the non-refundable fees for Screening Services in accordance with our then current fee plan, which is incorporated into these Terms of Service by reference. You agree and acknowledge that the fees for the Screening Services are subject to change without notice, although we will make reasonable efforts to give notice of any such change in fees before such change becomes effective. There are no refunds of Screening Services fees even if you elect to terminate your subscription early. If you fail to pay the fees due and payable for the Screening Services, AppFolio reserves all of its rights, including without limitation the right to suspend or terminate your subscription to the Screening Services and/or the AppFolio Property Manager Services, and/or to engage a collections agency to collect the fees. You shall pay all costs incurred by AppFolio 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 one percent (1.0%) per month or the maximum rate permitted by applicable law.

1.4 End User Certification.

1.4.1 Certification. You certify that you are an end-user of the Information (including, without limitation, the credit information) and that you shall not resell, rent, lease, sublicense, deliver, display, distribute or otherwise transfer such Information to any third party, except as expressly required by applicable laws. You shall receive and maintain all Information in strict confidence and shall: (a) request the Information pursuant to the procedures prescribed by us; (b) use the Information solely for a certified one-time use for the Permissible Purpose; (c) not disclose the Information to any third party except, if required by applicable laws, to the subject of the Information in connection with an adverse action based on the Information; and (d) comply with all applicable laws, rules, regulations and guidelines in your use of the Information.

1.4.2 California Certification. You also certify that, under the Investigative Consumer Reporting Agencies Act (“ICRAA”), California Civil Code Sections 1786 et seq., and the Consumer Credit Reporting Agencies Act (“CCRAA”), California Civil Code Sections 1785.1 et seq., if you are located in the State of California, and/or your request for and/or use of the Information pertains to a California resident, you will do the following: (a) request and use the Information solely for a permissible purpose identified under California Civil Code Sections 1785.11 and 1786.12; (b) notify the Applicant in writing that an investigative consumer report and/or consumer credit report will be made regarding the Applicant’s character, general reputation, and personal characteristics, which shall include your name and address as well as a summary of the provisions of California Civil Code Section 1786.22, no later than three days after the date on which the Information was first requested; (c) provide the Applicant a means by which he/she may indicate on a written form, by means of a box to check, that the Applicant wishes to receive a copy of any investigative consumer report and/or consumer credit report that is prepared; and (d) comply with California Civil Code Sections 1785.20 and 1786.40 if the taking of adverse action is a consideration, which shall include, but may not be limited to, advising the Applicant against whom an adverse action has been taken that the adverse action was based in whole or in part upon information contained in an investigative consumer report and/or consumer credit report, informing the Applicant in writing of your name, address, and telephone number, and provide the Applicant of a written notice of his/her rights under the ICRAA and the CCRAA.

1.5 Compliance. You agree and warrant that the Information will not be used in violation of any applicable federal, state or local laws, rules, regulations or guidelines, including but not limited to the FCRA, Equal Credit Opportunity Act, the Fair Housing Act, Title VII of the Civil Rights Act of 1964 and any state or local law equivalent of such laws. You accept full responsibility for complying with all such laws and for using the Information you receive in a legally acceptable fashion. It shall be your sole responsibility to ensure that you are in full compliance with applicable laws and all of our policies and procedures before requesting or using any Information. You acknowledge that you will be receiving credit information of the Applicants from one or more national credit bureaus (a "National Credit Bureau"). Being the recipient of consumer information, you are required to comply with the provisions of the FCRA and certify that you have received, read and understand the Obligations of Users under the FCRA located at https://www.ftc.gov/system/files/fcra_2016.pdf and shall comply with the FCRA Requirements listed below.

1.6 Applicant Consent. You will obtain permission in writing from each Applicant before using the Screening Service to obtain any Information of such Applicant. You will retain consent forms and any adverse action notices in your records in accordance with applicable laws, and for no fewer than five and one-half (5.5) years in all cases in which adverse action is taken by you based upon the Information. Further, you agree to provide copies of any and all of the foregoing materials to us upon our request.

1.7 Information Security. You agree to have reasonable procedures for the fair and equitable use of the Information and to secure against unauthorized access, use, disclosure and loss. You agree to take reasonable security measures to protect the security and dissemination of the Information including, without limitation, restricting terminal access, utilizing passwords to restrict access to terminal devices, and securing access to, dissemination and destruction of electronic and hard copy reports. Without limiting the foregoing, you represent and warrant that you shall comply with the Access Security Requirements, listed below, as amended from time to time. You shall implement security breach notification procedures in accordance with applicable laws. In the event of a security breach, you shall immediately notify us in writing and comply with our compliance requirements and those of the National Credit Bureaus and under any applicable laws.

1.8 No Warranties. You understand that we obtain the Information reported through the Screening Service from various third party sources "AS IS," and therefore are providing the information to you "AS IS." You further agree that we cannot and will not, for the fee charged for the Screening Service, be an insurer or guarantor of the accuracy or reliability of the Information. You release us, our third party information providers and employees, agents and independent contractors from liability for any loss or expense suffered as a result of any inaccuracy in the Information.

1.9 No Legal Opinion. We do not guarantee your compliance with all applicable laws in your use of the Information, and do not provide legal or other compliance related opinions upon which you may rely in connection with your use of the Information. You understand that any conversation or communication with our employees or representatives regarding searches, verifications or other services offered by us are not to be considered a legal opinion regarding such use. You agree that you will consult with your own legal or other counsel regarding the use of the Information, including but not limited to, the legality of using or relying on the Information.

1.10 Decisions. All rental decisions will be made by you. You acknowledge and agree that we only apply your criteria to the Information and provide preliminary recommendations as to actions concerning an Applicant. You further acknowledge and agree that all decisions whether or not to accept a particular Applicant, as well as the length of and terms of any rental, will be made by you. You are also solely responsible for setting your criteria in line with federal, state and local laws and rules, and are solely responsible for reviewing the contents of any report provided and the Information contained therein before making a decision on an Applicant. We shall have no liability to you or any other person or entity for any acceptance of, or the failure to accept, an Applicant, or the terms of any such acceptance, regardless of whether or not your decision was based on recommendations, reports or other information provided to you by us.

1.11 Right to Inspect. We may inspect your offices and records to verify qualification and compliance under these Terms of Service and applicable laws. In addition, you agree to supply any qualifying documents requested by us including, without limitation, documents to verify ownership of rental units and business and professional licenses. You agree to cooperate fully and unconditionally with us in any periodic reviews, audits or investigations of your compliance with the obligations under these Terms of Service and applicable laws.

1.12 Death Master File.

1.12.1 Access to the Death Master File (“DMF”) as issued by the Social Security Administration requires an entity to have a legitimate fraud prevention interest or a legitimate business purpose pursuant to a law, governmental rule regulation, or fiduciary duty, as such business purposes are interpreted under 15 C.F.R § 1110.102(a)(1).

1.12.2 The National Technical Information Service has issued the Interim Final Rule for temporary certification permitting access to the DMF. Pursuant to section 203 of the Bipartisan Budget Act of 2013 and 15 C.F.R SS 1110.102, access to the DMF is restricted to only those entities that have a legitimate fraud prevention interest or a legitimate business purpose pursuant to a law, governmental rule regulation, or fiduciary duty, as such business purposes are interpreted under 15 C.F.R §1110.102(a)(1). As AppFolio screening reports may contain information from the DMF, AppFolio would like to remind you of your continued obligation to restrict your use of deceased flags or other indicia within any AppFolio screening report to legitimate fraud prevention or business purposes in compliance with applicable laws, rules, and regulations and consistent with your applicable FCRA (15 U.S.C. §1681 et seq) or Gramm-Leach-Bliley Act (15 U.S.C. §6801 et seq) use. Your continued use of AppFolio Screening Services affirms your commitment to comply with these Terms of Service and all applicable laws.

1.12.3 You acknowledge you will not take any adverse action against any consumer without further investigation to verify the information from the deceased flags or any other indicia within an AppFolio screening report.

1.12.4 Furthermore, you agree to notify AppFolio Consumer Relations (www.appfolio.com/consumer) should you observe any DMF information on an AppFolio screening report.

1.13 Certification of Information Security Program. You certify that you shall implement and maintain a comprehensive information security program written in one or more readily accessible parts and that contains administrative, technical, and physical safeguards that are appropriate to your size and complexity, the nature and scope of your activities, and the sensitivity of the information provided to you by AppFolio; and that such safeguards shall include the elements set forth in 16 C.F.R. § 314.4 and shall be reasonably designed to (i) ensure the security and confidentiality of the information provided by AppFolio, (ii) protect against any anticipated threats or hazards to the security or integrity of such information, and (iii) protect against unauthorized access to or use of such information that could result in substantial harm or inconvenience to any consumer.

2. FCRA REQUIREMENTS

2.1 The FCRA applies to you as a user of consumer information. We suggest that you and your employees become familiar with the following sections in particular:

§ 604. Permissible Purposes of Reports

§ 607. Compliance Procedures

§ 615. Requirement on users of consumer reports

§ 616. Civil liability for willful noncompliance

§ 617. Civil liability for negligent noncompliance

§ 619. Obtaining information under false pretenses

§ 621. Administrative Enforcement

§ 623. Responsibilities of Furnishers of Information to Consumer Reporting Agencies

§ 628. Disposal of Records

Each of these sections is of direct consequence to users who obtain reports on consumers.

2.1.1 As directed by the law, consumer reports may be issued only if they are to be used for extending credit, review or collection of an account, employment purposes, underwriting insurance or in connection with some other legitimate business transaction such as in investment, partnership, etc.

2.1.2 We strongly endorse the letter and spirit of the FCRA. We believe that this law and similar state laws recognize and preserve the delicate balance between the rights of the consumer and the legitimate needs of commerce.

2.1.3 In addition to the FCRA, other federal and state laws addressing such topics as computer crime and unauthorized access to protected databases have also been enacted. As a user of consumer reports, we expect that you and your staff will comply with all relevant federal statutes and the statutes and regulations of the states in which you operate.

2.2 Access Security Requirements

2.2.1 We must work together to protect the privacy and information of consumers. The following information security measures are designed to reduce unauthorized access to consumer information. It is your responsibility to implement these controls. If you do not understand these requirements or need assistance, it is your responsibility to employ an outside service provider to assist you. AppFolio reserves the right to make changes to Access Security Requirements without notification. The information provided herewith provides minimum baselines for information security.

2.2.2 In accessing AppFolio's Screening Services, you agree to follow these security requirements. These requirements are applicable to all systems and devices used to access, transmit, process, or store credit information:

2.2.3 Implement Strong Access Control Measures

(a) Do not provide your AppFolio user names/identifiers (user IDs) or user passwords to anyone. No one from AppFolio will ever contact you and request your password.

(b) Proprietary or third party system access software must authenticate users before accessing credit information. Additionally, such systems should have AppFolio password(s) hidden. Passwords should be known only by supervisory personnel.

(c) Ensure that passwords are not transmitted, displayed or stored in clear text.

(d) You must change your AppFolio password immediately when:

(i) any system access software is replaced by another system access software or is no longer used;

(ii) the hardware on which the software resides is upgraded, changed or disposed of; or

(iii) any suspicion of password being disclosed to an unauthorized party (see section 4.3 for reporting requirements).

(e) Protect your AppFolio password(s) so that only key personnel know this sensitive information. Unauthorized personnel should not have knowledge of your password(s). User IDs and passwords shall only be assigned to authorized individuals based on least privilege necessary to perform job responsibilities.

(f) Create a separate, unique user ID for each user to enable individual authentication and accountability for access to AppFolio. Each user of the system access software must also have a unique login password.

(g) Ensure that user IDs are not shared, posted or otherwise divulged in any manner.

(h) Keep user passwords confidential.

(i) Develop strong passwords that are:

(i) Not easily guessable (i.e. your name or company name, repeating numbers and letters or consecutive numbers and letters)

(ii) Contain a minimum of eight (8) alpha/numeric characters for standard user accounts

(iii) For interactive sessions (i.e. non system-to-system) ensure that passwords/passwords are changed periodically (every 90 days is recommended)

(j) Implement password protected screensavers with a maximum fifteen (15) minute timeout to protect unattended workstations. Systems should be manually locked before being left unattended.

(k) Active logins to credit information systems must be configured with a 30 minute inactive session timeout.

(l) Restrict the number of key personnel who have access to consumer information. Ensure that personnel who are authorized access to consumer information have a business need to access such information and understand these requirements to access such information are only for the permissible purposes listed in the permissible purpose information section of these Terms of Service.

(m) You must NOT install Peer-to-Peer file sharing software on systems used to access, transmit or store consumer data.

(n) Ensure that you and your employees do not access your own consumer reports or those reports of any family member(s) or friend(s). Consumer reports on any person may only be accessed for the purposes of prospective tenant screening, and not for any other means (employment background checks may not be run).

(o) Implement a process to terminate access rights immediately for users who access consumer information when those users are terminated or when they have a change in their job tasks and no longer require access to that consumer information.

(p) Implement a process to perform periodic user account reviews to validate whether access is needed as well as the privileges assigned.

(q) Implement a process to periodically review user activities and account usage, ensure the user activities are consistent with the individual job responsibility, business need, and in line with contractual obligations.

(r) Implement physical security controls to prevent unauthorized entry to your facility and access to systems used to obtain consumer information. Ensure that access is controlled with badge readers, other systems, or devices including authorized lock and key.

2.3 Maintain a Vulnerability Management Program

2.3.1 Keep operating system(s), firewalls, routers, servers, personal computers (laptop and desktop) and all other systems current with appropriate system patches and updates.

2.3.2 Configure infrastructure such as firewalls, routers, servers, mobile devices, personal computers (laptops and desktops), and similar components to industry best security practices, including disabling unnecessary services or features, removing or changing default passwords, IDs and sample files/programs, and enabling the most secure configuration features to avoid unnecessary risks.

2.3.3 Implement and follow current best security practices for computer virus detection scanning services and procedures:

(a) Use, implement and maintain a current, commercially available computer virus detection/scanning product on all computers, systems and networks, if applicable anti-virus technology exists. Anti-virus software deployed must be capable to detect, remove, and protect against all known types of malicious software such as viruses, worms, spyware, adware, Trojans, and root-kits.

(b) Ensure that all anti-virus software is current, actively running, and generating audit logs; ensure that anti-virus software is enabled for automatic updates and performs scans on a regular basis.

(c) If you suspect an actual or potential virus, immediately cease accessing the system and do not resume the inquiry process until the virus has been eliminated.

2.4 Protect Data

2.4.1 Develop and follow procedures to ensure that data is protected throughout its entire information lifecycle (from creation, transformation, use, storage and secure destruction) regardless of the media used to store the data (i.e., tape, disk, paper, etc.)

2.4.2 All consumer data is classified as confidential and must be secured to this requirement at a minimum.

2.4.3 Procedures for transmission, disclosure, storage, destruction and any other information modalities or media should address all aspects of the lifecycle of the information.

2.4.4 Encrypt all consumer data and information when stored on any system, including but not limited to laptops, mobile devices, personal computers, servers and databases using strong encryption such as AES256 or above.

2.4.5 Consumer data must not be stored locally on mobile devices.

2.4.6 When using mobile devices to access consumer information, ensure that such devices are protected via device pass-code.

2.4.7 Applications utilized to access consumer data via mobile devices must protect data while in transmission such as SSL protection and/or use of VPN, etc.

2.4.8 Only open email attachments and links from trusted sources and after verifying legitimacy.

2.4.9 When no longer in use, ensure that hard-copy materials containing consumer information are crosscut shredded, incinerated, or pulped such that there is reasonable assurance the hard-copy materials cannot be reconstructed.

2.4.10 When no longer in use, electronic media containing consumer information is rendered unrecoverable via a secure wipe program in accordance with industry-accepted standards for secure deletion, or otherwise physically destroying the media (for example, degaussing).

2.5 Maintain an Information Security Policy

2.5.1 Develop and follow a security plan to protect the confidentiality and integrity of personal consumer information as required under the GLB Safeguard Rule.

2.5.2 Suitable to complexity and size of the organization, establish and publish information security and acceptable user policies identifying user responsibilities and addressing requirements in line with this document and applicable laws and regulations.

2.5.3 Establish processes and procedures for responding to security violations, unusual or suspicious events and similar incidents to limit damage or unauthorized access to information assets and to permit identification and prosecution of violators. If you believe consumer data may have been compromised, immediately notify AppFolio within twenty-four (24) hours.

2.5.4 The FACTA Disposal Rules requires that you implement appropriate measures to dispose of any sensitive information related to consumer reports and records that will protect against unauthorized access or use of that information.

2.5.5 Implement and maintain ongoing mandatory security training and awareness sessions for all staff to underscore the importance of security within your organization.

2.5.6 When using third party service providers (e.g. application service providers) to access, transmit, store or process consumer data, ensure that service provider is compliant with a third party assessment program.

2.6 Build and Maintain a Secure Network

2.6.1 Protect Internet connections with dedicated, industry-recognized firewalls that are configured and managed using industry best security practices.

2.6.2 Internal private Internet Protocol (IP) addresses must not be publicly accessible or natively routed to the Internet. Network address translation (NAT) technology should be used.

2.6.3 Administrative access to firewalls and servers must be performed through a secure internal wired connection only.

2.6.4 Any stand-alone computers that directly access the Internet must have a desktop firewall deployed that is installed and configured to block unnecessary/unused ports, services and network traffic.

2.6.5 Change vendor defaults.

2.6.6 For wireless networks connected to or used for accessing or transmission of consumer data, ensure that networks are configured and firmware on wireless devices updated to support strong encryption (for example, IEEE 802.11i) for authentication and transmission over wireless networks.

2.7 Regularly Monitor and Test Networks

2.7.1 Perform regular tests on information systems (port scanning, virus scanning, vulnerability scanning). Ensure that issues identified via testing are remediated according to the issue severity (e.g. fix critical issues immediately, high severity in 15 days, etc.).

2.7.2 Ensure that audit trails are enabled and active for systems and applications used to access, store, process, or transmit consumer data; establish a process for linking all access to such systems and applications. Ensure that security policies and procedures are in place to review security logs on daily or weekly basis and that follow-up to exceptions is required.

2.7.3 Use current best practices to protect your telecommunications systems and any computer system or network device(s) you use to provide services hereunder to access AppFolio systems and networks. These controls should be selected and implemented to reduce the risk of infiltration, hacking, access penetration or exposure to an unauthorized third party by:

(a) protecting against intrusions;

(b) securing the computer systems and network devices;

(c) and protecting against intrusions of operating systems or software.

2.8 Mobile and Cloud Technology

2.8.1 Storing consumer data on mobile devices is prohibited.

2.8.2 Mobile applications development must follow industry known secure software development standard practices such as OWASP and OWASP Mobile Security Project adhering to common controls and addressing top risks.

2.8.3 Mobile applications development processes must follow secure software assessment methodology which includes appropriate application security testing (for example: static, dynamic analysis, penetration testing) and ensuring vulnerabilities are remediated.

2.8.4 Mobility solution server/system should be hardened in accordance with industry and vendor best practices such as Center for Internet Security (CIS) benchmarks, NIS, NSA, DISA and/or other.

2.8.5 Mobile applications and data shall be hosted on devices through a secure container separate from any personal applications and data. See details below. Under no circumstances is consumer data to be exchanged between secured and non-secured applications on the mobile device.

2.8.6 When using cloud providers to access, transmit, store, or process consumer data ensure that:

(a) Appropriate due diligence is conducted to maintain compliance with applicable laws and regulations and contractual obligations

(b) Cloud providers must have gone through independent audits and are compliant with one or more of the following standards, or a current equivalent:

(i) ISO 27001

(ii) PCI DSS

(iii) EI3PA

(iv) SSAE 18 – SOC 2 or SOC 3, Type 2

(v) FISMA

(vi) CAI / CCM assessment

2.9 General

2.9.1 AppFolio may from time to time audit the security mechanisms you maintain to safeguard access to consumer information, systems and electronic communications. Audits may include examination of systems security and associated administrative practices.

2.9.2 In cases where you are accessing consumer information and systems via third party software, you agree to make available to AppFolio, upon request, audit trail information and management reports generated by the third party software, regarding individual authorized users.

2.9.3 You shall be responsible for and ensure that third party software, which accesses consumer information systems, is secure, and protects this third party software against unauthorized modification, copy and placement on systems which have not been authorized for its use.

2.9.4 You shall conduct software development (for software which accesses consumer information systems; this applies to both in-house or outsourced software development) based on the following requirements:

(a) Software development must follow industry known secure software development standard practices such as OWASP adhering to common controls and addressing top risks.

(b) Software development processes must follow secure software assessment methodology which includes appropriate application security testing (for example: static, dynamic analysis, penetration testing) and ensuring vulnerabilities are remediated.

(c) Software solution server/system should be hardened in accordance with industry and vendor best practices such as Center for Internet Security (CIS) benchmarks, NIS, NSA, DISA and/or other.

2.9.5 Reasonable access to audit trail reports of systems utilized to access systems shall be made available to AppFolio upon request, for example during breach investigation or while performing audits.

2.9.6 Data requests from you to AppFolio must include the IP address of the device from which the request originated, where applicable.

2.9.7 You shall report actual security violations or incidents that impact consumer data to AppFolio within twenty-four (24) hours. You agree to provide notice to AppFolio of any confirmed security breach that may involve data related to the contractual relationship, to the extent required under and in compliance with applicable law. Telephone notification is preferred at 866.648.1536 or email to support@appfolio.com.

2.9.8 You acknowledge and agree that you (a) have received a copy of these requirements, (b) have read and understand your obligations described in the requirements, (c) will communicate the contents of the applicable requirements contained herein, and any subsequent updates hereto, to all employees that shall have access to consumer data or systems, and (d) will abide by the provisions of these requirements when accessing consumer data.

2.9.9 You understand that your access to consumer information is monitored and audited by AppFolio, without further notice.

2.9.10 You acknowledge and agree that you are responsible for all activities of your employees/authorized users, and for ensuring that mechanisms to access consumer data are secure and in compliance with these terms of service.

2.9.11 When using third party service providers to access, transmit, or store consumer data, additional documentation may be required by AppFolio.

2.9.12 AppFolio acknowledges that not all of these Access Security Requirements may apply in all circumstances.

2.10 Record Retention:

2.10.1 The Federal Equal Credit Opportunities Act (“ECO”) states that a creditor must preserve all written or recorded information connected with an application for 25 months. In keeping with the ECOA, AppFolio requires that you retain the credit application and, if applicable, a purchase agreement for a period of not less than 25 months. When conducting an investigation, particularly following a breach or a consumer complaint that your company impermissibly accessed their credit report, AppFolio will contact you and will request a copy of the original application signed by the consumer or, if applicable, a copy of the sales contract.

2.10.2 "Under Section 621(a)(2)(A) of the FCRA, any person that violates any of the provisions of the FCRA may be liable for a civil penalty of not more than $3,500 per violation."

3. ADDITIONAL TERMS RELATING TO FICO SCORES

3.1 Additional terms governing FICO scores from Experian Information Solutions, Inc. and Fair Isaac Corporation (collectively, “Experian/Fair Isaac").

3.2 AppFolio purchases certain credit scoring services known as "Experian/Fair Isaac Model" for resale of the Scores and reason codes to you as an end-user of the information. Experian/Fair Isaac Model is an application of a risk model developed by Experian/Fair Isaac which employs a proprietary algorithm and which, when applied to credit information relating to individuals with whom you have a credit relationship or with whom you contemplate entering into a credit relationship will result in a numerical score ("Score" or, collectively, "Scores"); the purpose of the models being to rank said individuals in order of the risk of unsatisfactory payment.

3.3 AppFolio is reselling the Scores and reason codes to you subject to your strict compliance with the following provisions and payment of all applicable fees:

3.3.1 You warrant that you have a "permissible purpose" to obtain the information derived from the Experian/Fair Isaac Model under the FCRA, as it may be amended from time to time, and any similar applicable state fair credit reporting statute.

3.3.2 You shall limit your use of Scores and reason codes solely to use in your own business with no right to transfer or otherwise sell, license, sublicense or distribute said Scores or reason codes to third parties.

3.3.3 You agree that you will not publicly disseminate any results of the validations or other reports derived from the Scores without each of Experian's or Fair Isaac's express written permission. You agree to maintain internal procedures to minimize the risk of unauthorized disclosure and agree that such Scores and reason codes will be held in strict confidence and disclosed only to those of your employees with a "need to know" and to no other person.

3.3.4 Notwithstanding any contrary provision of these Terms of Service, you may disclose the Scores to credit applicants, when accompanied by the corresponding reason codes, in the context of bona fide lending transactions and decisions only.

3.3.5 You shall comply with all applicable laws and regulations in using the Scores and reason codes purchased from AppFolio, including, without limitation, the ECOA, Regulation B, and/or the FCRA, and you agree that the Scores will not be used for adverse action as defined by the ECOA or Regulation B, unless adverse action reason codes have been delivered to you along with the Scores.

3.3.6 You, your employees, agents or subcontractors are prohibited from using the trademarks, service marks, logos, names, or any other proprietary designations, whether registered or unregistered, of Experian Information Solutions, Inc. or Fair Isaac Corporation, or the affiliates of either of them, or of any other party involved in the provision of the Experian/Fair Isaac Model without such entity's prior written consent.

3.3.7 Nothing contained in these Terms of Service shall be deemed to grant you any license, sublicense, copyright interest, proprietary rights, or other claim against or interest in any computer programs utilized by AppFolio, Experian and/or Fair Isaac or any third party involved in the delivery of the scoring services hereunder. You acknowledge that the Experian/Fair Isaac Model and its associated intellectual property rights in its output are the property of Fair Isaac. You may not attempt, in any manner, directly or indirectly, to discover or reverse engineer any confidential and proprietary criteria developed or used by Experian/Fair Isaac in performing the Experian/Fair Isaac Model.

3.3.8 By providing Scores to you under these Terms of Service, AppFolio grants to you a limited license to use information contained in reports generated by the Experian/Fair Isaac Model solely in your own business with no right to sublicense or otherwise sell or distribute said information to third parties. Before directing AppFolio to deliver Scores to any third party, you agree to enter into a contract with such third party that (1) limits use of the Scores by the third party only to the use permitted to you, and (2) identifies Experian and Fair Isaac as express third party beneficiaries of such contract.

3.3.9 You hereby release and hold harmless AppFolio, Fair Isaac and/or Experian and their respective officers, directors, employees, agents, sister or affiliated companies, and any third-party contractors or suppliers of AppFolio, Fair Isaac or Experian from liability for any damages, losses, costs or expenses, whether direct or indirect, suffered or incurred by you resulting from any failure of the Scores to accurately predict that a consumer will repay their existing or future credit obligations satisfactorily.

3.3.10 The aggregate liability of Experian/Fair Isaac to you is limited to the lesser of the fees paid by AppFolio to Experian/Fair Isaac for the Experian/Fair Isaac Model resold to you during the six (6) month period immediately preceding your claim, or the fees paid by you to AppFolio under the resale contract during said six (6) month period, and excluding any liability of Experian/Fair Isaac for incidental, indirect, special or consequential damages of any kind.

3.3.11 You agree to indemnify, defend, and hold each of AppFolio, Experian and Fair Isaac harmless from and against any and all claims, suits, proceedings, investigations, damages, losses, expenses, costs, and any and all other liabilities (including reasonable attorneys' fees and court costs and expenses) arising out of or resulting from any nonperformance by you of any obligations to be performed by you under these additional terms and conditions, provided that AppFolio and/or Experian/Fair Isaac have given you prompt notice of, and the opportunity and the authority (but not the duty) to, defend or settle any such claim. You shall not agree to any settlement without the prior written consent of AppFolio, Experian and Fair Isaac.

3.3.12 You acknowledge that the Scores result from the joint efforts of Experian and Fair Isaac. You further acknowledge that each Experian and Fair Isaac have a proprietary interest in said Scores and agree that either Experian or the Fair Isaac may enforce those rights against you as third party beneficiaries of these additional terms and conditions as they may desire.

4. LIMITATION ON LIABILITY

4.1 IN NO EVENT WILL APPFOLIO, ITS AFFILIATES OR THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, MANAGERS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SCREENING SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

4.2 THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

5. INDEMNIFICATION

You agree to defend, indemnify and hold harmless AppFolio, its affiliates, licensors and service providers, and its and their respective managers, officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any third party claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Service.