I. APPFOLIO PROPERTY MANAGER TERMS OF SERVICE

Last Updated: March 27, 2020

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

These Terms of Service constitute a legally binding agreement between you and us and govern your access to and use of the Services. Your access to and use of the Services are also governed by (i) the terms set forth in your order form and online sign-up flows, (ii) the AppFolio Value+ Terms, (iii) the AppFolio Tenant Screening Terms, (iv) the AppFolio Payments Terms, (v) the AppFolio Website Terms, and (vi) any other policies applicable to your use of the Services that we make available, each of which is incorporated by reference into these Terms of Service.

AppFolio respects your privacy. Please consult our Privacy Policy for more information on how we collect, use and share your personal information for our own purposes (but note that our Privacy Policy is not a part of these Terms of Service and may be changed from time to time). By agreeing to these Terms of Service, you acknowledge and consent to the collection, use, sharing and disclosure of your personal information and data as described in our Privacy Policy, as may be modified from time to time.

1. Scope of Services. We offer a hosted suite of property management software services, which include our core property management software solution (“APM”), our PLUS property management software solution (“APM PLUS”), and additional value-added services to which you may subscribe (the “Value+ Services” and together with APM and APM PLUS, the “Services”). To subscribe to a Service, you must sign an order form or complete the online sign-up flow, which identifies the Service to which you have subscribed, additional subscription terms, and the fees payable for such Service. By subscribing to the Services, you may access and use the Services to manage and account for the real property units that you assign to the Services (collectively, the “Units” and each a “Unit”). We reserve the right to (a) modify the Services (or any part thereof) from time to time, and we are not liable to you or to any third party for any modification of the Services, and (b) assess your Unit count at regular intervals and invoice you appropriately.

1.1. Intended Use. The Services are designed and intended to be used for property management purposes in the United States. Your use of the Services for any other purpose or in any other manner is at your own risk.

1.2. No Legal Advice. The Services contain features and tools designed to assist you in the operation of your business and are capable of being used to comply with certain of your regulatory or other legal obligations. Notwithstanding the foregoing, we do not make any representations or warranties that your use of the Services will satisfy or ensure compliance with any legal obligations or laws, rules, or regulations. AppFolio does not provide legal advice and is not engaged in the practice of law. We encourage you to consult with your legal counsel before utilizing any of the Services that may have legal ramifications.

1.3. Expanding the Services. You may subscribe to additional Services (including any new Value+ Services we make available from time to time), increase or decrease the number of Units, or add additional databases by executing an order form or completing an additional online sign-up flow. All new Services are subject to these Terms of Service.

1.4. Migration of Data. Promptly following your initial subscription to the Services, we will coordinate and work with you to migrate certain of your data into the Services. You will be responsible for providing data in a format deemed acceptable to us and will provide materials and reasonable assistance for the migration of your data. You represent and warrant that you are the rightful owner of your data and have the requisite authority to perform the migration of such data. You will retain all right, title and interest in and to your data. If the migration of your data and materials is not completed on the scheduled date we mutually agreed upon on two or more occasions, we reserve the right to charge you for additional Implementation Fees at our sole discretion. 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.

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

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

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

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

5. Your Rights and Restrictions.

5.1 Authorization to Use the Services. Subject to (i) your timely payment of all fees set forth in the order form or online sign-up flow and (ii) your compliance with these Terms of Service, we authorize you to use (and permit your authorized users to use) the Services to which you have subscribed.

5.2 Authorized Users. You (i) are responsible for your authorized users’ compliance with these Terms of Service, and (ii) will use commercially reasonable efforts to prevent unauthorized access to or use of the Services. If the authorized status of a user changes, it is your responsibility to promptly remove such user’s access to the Services. Third parties are not permitted to access or use the Services or any application programming interface we may make available to you without our prior consent. We reserve the right to disable or delete access to the Services and any application programming interface for any of your authorized users to enforce these Terms of Service or otherwise protect our interests.

5.3 Your Responsibilities; Use of the Services In Compliance With Laws. The Services contain various features, tools and workflows that assist you in the conduct of your business. We do not make any representations or warranties that your use of the Service will satisfy or ensure compliance with any legal obligations or applicable laws, rules, or regulations. For example, you may be able to use the Services to, among other things, text, email, and accept and make payments. Such activities can be highly regulated, and while we assist you in carrying out such activities, you are solely responsible for ensuring compliance with all applicable laws and regulations including, without limitation, the Fair Credit Reporting Act, Equal Credit Opportunity Act, the Fair Housing Act, Title VII of the Civil Rights Act of 1964, the Telephone Consumer Protection Act of 1991, and utility billing practices. You are responsible for all activities that occur under your account or by your authorized users. Without limiting the foregoing, you will (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all data that you submit to the Services; (ii) use commercially reasonable efforts to prevent unauthorized control or tampering or any other unauthorized access to, or use of, the Services and notify us immediately of any unauthorized use or security breach; (iii) comply with all applicable local, state, federal, and foreign laws (including laws regarding privacy and protection of personal or consumer information) in using the Services; and (iv) obtain and maintain all computer hardware, software and communications equipment needed to access the Services in connection with your use of the Services.

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

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

5.5 Reservation of Rights. No other rights are granted except as expressly stated in these Terms of Service, and nothing herein conveys any rights or ownership or license in, or to, the Services or any underlying software or intellectual property. We own all right, title and interest, including all intellectual property rights, in and to the Services and the underlying software, and any and all updates, upgrades, modifications, enhancements, improvements or derivative works thereof.

6. Term and Termination.

6.1 Term. Each Service will be for the term set forth on the order form or in the online sign-up flow you complete. Unless we discontinue a Service or you provide us with notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term, such Service will automatically renew for the same period as its initial term.

WRITTEN NOTICE OF NON-RENEWAL MUST BE SUBMITTED:

via email to:
billing@appfolio.com

or via USPS or courier to:
AppFolio, Inc.
50 Castilian Drive
Santa Barbara, CA 93117
Attn.: Billing Department

6.2 Termination. Either party may terminate any subscription to Services (i) if the other party breaches any of its obligations under these Terms of Service and such breach is not cured within thirty (30) days of receipt of notice from the non-breaching party, or (ii) if the other party becomes insolvent or bankrupt, liquidated or is dissolved, or ceases substantially all of its business. Notwithstanding the foregoing, we may terminate your subscription to the Services immediately in the event of your material breach of these Terms of Service, as determined by us in our sole discretion. Upon termination of your subscription, you will immediately discontinue all use of the Services, cease to represent that you are a user of the Services, and destroy all our Confidential Information (as defined in Section 9 below) in your possession. Neither party will be liable for any damages resulting from a valid termination of any subscription(s) to Services; provided, however, that termination will not affect any claim arising prior thereto.

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

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

7. Fees.

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

7.2 Implementation Fees. You will pay certain non-refundable fees for implementation and data migration in the amount set forth on the order form or in the online sign-up flow (the “Implementation Fees”). 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 or assistance required to complete such implementation.

7.3 Additional Fees. You may incur certain other non-refundable fees or charges for your use of the Services in addition to those fees set forth on the order form or in the online sign-up flow (the “Additional Fees”). Any Additional Fees will be set forth on the order form or in the online sign-up flow for such Service. Such additional fees may include, without limitation, monthly minimum amounts for certain Services, as set forth in your order form or in the online sign-up flow. We may increase monthly minimum amounts from time to time by providing you with no less than thirty (30) days advance notice.

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

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

8. Representations and Warranties; Disclaimer.

8.1 Representations and Warranties. You represent and warrant that (i) you have all necessary authority to enter into and perform your obligations under these Terms of Service without the consent of any third party or breach of any contract or agreement with any third party; and (ii) you will use the Services only for lawful purposes in accordance with these Terms of Service.

8.2 Disclaimer of Warranties. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, IN LAW OR FROM A COURSE OF DEALING OR USE OF TRADE, AS TO ANY MATTER, INCLUDING THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SOFTWARE OR THE SERVICES WILL MEET ALL OF YOUR REQUIREMENTS OR THAT THE USE OF THE SOFTWARE OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. THE SOFTWARE AND SERVICES ARE PROVIDED TO YOU ON AN “AS IS” BASIS AND YOUR USE OF SOFTWARE AND SERVICES IS AT YOUR OWN RISK. WE HEREBY EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS, RULES OR REGULATIONS. THIS DISCLAIMER APPLIES TO BUT IS NOT LIMITED TO ANY FEDERAL OR STATE STATUTES OR REGULATIONS THAT MAY BE APPLICABLE TO YOU. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICES IS IN ACCORDANCE WITH APPLICABLE LAW.

IF YOU ARE DISSATISFIED WITH THE SERVICES OR THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO STOP USING THE SERVICES.

THE PARTIES EXPRESSLY ACKNOWLEDGE THAT THE DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THE AGREEMENT BETWEEN THE PARTIES CONTAINED IN THESE TERMS OF SERVICE.

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

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

Each party agrees that its violation of this Section 9 may cause irreparable injury to the other party, entitling the other party to seek injunctive relief in addition to all legal remedies. This Section 9 will survive termination or expiration of your subscription to the Services.

10. Indemnification.

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

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

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

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

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

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

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

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

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

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

14. Customer Interactions.

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

14.2 Ownership of Feedback. You and your authorized users may from time to time provide suggestions, comments, ideas or other feedback (“Feedback”) to us with respect to the Services. You agree that we are free to use, disclose, reproduce, license or otherwise distribute and exploit the Feedback, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise.

14.3 Services to Your Customers. Certain of our Services, such as our Online Portal, may make available to your tenants, homeowners, or other customers certain services and products, such as renters insurance. You acknowledge and agree that we may offer or otherwise make available such services and products to your customers.

15. General Provisions.

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

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

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

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

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

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

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

15.8 Entire Agreement. These Terms of Service and (i) the terms you agree to set forth in order forms and online sign-up flows, (ii) the AppFolio Value+ Terms, (iii) the AppFolio Tenant Screening Terms, (iv) the AppFolio Payments Terms, (v) the AppFolio Website Terms, and (vi) any other policies applicable to your use of the Services that we make available to you (each of which is incorporated by reference into these Terms of Service) constitute the sole and entire agreement between you and us, and supersede all prior and contemporaneous oral or written understandings or agreements with AppFolio with respect to the Services. You acknowledge and agree that your agreement to these Terms of Service is not contingent upon the delivery of any future functionality or features not specified herein or in an order form or in the online sign-up flow, as applicable, or dependent upon any oral or written, public or private comments made by us with respect to future functionality or features for the Services. In the event of any conflict between the provisions in these Terms of Service and any order form (including, addenda thereto) or online sign-up flow, the terms of such order form or online sign-up flow will prevail.

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

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

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

II. APPFOLIO VALUE+ TERMS

Last Updated: March 27, 2020

If you subscribe to APM or APM PLUS, you have the ability to also subscribe to or use Value+ Services. Your use of all Value+ Services are governed by the Terms of Service. In addition, use of certain additional Value+ Services are also governed by the terms and conditions, as set forth below (the “Value+ Terms”). Capitalized terms used but not otherwise defined below shall have the meaning given in the Terms of Service. The Value+ Terms and Terms of Service are intended to be read and work together; however, in the event of any irreconcilable conflict between the Value+ Terms and the Terms of Service, the Value+ Terms shall prevail.

1. Self-Guided Showings

1.1 Self-Guided Showings Service. Our self-guided showing service allows prospective tenants to self-tour your properties (the “Self-Showing Service”). The Self-Showing Service is enabled from within AppFolio Property Manager, but is primarily furnished by one or more third party service providers (each, a “Self-Showing Service Provider”).

1.2 Self-Showing Service Provider Agreement. Before utilizing the Self-Showing Service, you must accept the relevant Self-Showing Service Provider terms of service (the “Self-Showing Service Provider Terms”), which constitute a legally binding contract directly between you and the Self-Showing Service Provider that governs your use of the Self-Showing Service.

1.3 Requirements. To use the Self-Showing Service, you must purchase a digital lockbox and/or other necessary hardware, software, and/or other products or services from an AppFolio-supported Self-Showing Service Provider, pay the applicable fee to the relevant Self-Showing Service Provider and assign the digital lockbox (and/or other necessary hardware, software, or other products or services) to a unit advertised online through AppFolio Property Manager.

1.4 Role of AppFolio. In the event that you choose to participate in the Self-Showing Service, you acknowledge and agree that (a) the Self-Showing Service is provided solely by the relevant Self-Showing Service Provider and is subject to the Self-Showing Service Provider Terms, and (b) the Services serve only as a conduit for the relevant Self-Showing Service Provider to offer the Self-Showing Service through the Services.

1.5 Your Responsibility. You understand and acknowledge that we have no responsibility or liability with respect to (a) verification of persons who use the Self-Showing Service to gain access to your properties, (b) any use or abuse of the Self-Showing Service, (c) improper entry to a property, and/or (d) any malfunction of your digital lockbox.

2. Legal Liability To Landlord Insurance

2.1 Policy. We make available Legal Liability to Landlord Insurance (“LLLI”) through our business partner, Stern Risk Partners (“agent”). If you elect to purchase LLLI from agent and agree to pay the applicable periodic premiums (“Premiums”), a commercial policy (“Policy”) will be issued to you by the insurance company through the agent, which will extend coverage to reported residential dwelling units where your tenants reside (“Resident Units”). The agent will provide you with the complete Policy upon completion of their on-line insurance application and their binding coverage.

2.2 Insurance Partners. Our ability to make available LLLI is subject to continuing approval of the agent and insurance company, which may be changed at any time.

2.3 Reporting. You shall use the Services to report Resident Units to the LLLI program (“Reported Units”). You are responsible for correctly reporting Resident Units to become Reported Units. Resident Units not reported through the Services may not be covered by the Policy. Per the Policy, coverage will not be provided retroactively under any circumstances.

2.4 Coverage. Per the policy, coverage is limited to Reported Units. The Policy provides specific coverage for property damage to a Reported Unit by the occupying tenant (“Resident”) and is intended to satisfy the minimum liability insurance requirements of your residential lease agreement (“Lease”). You hereby expressly agree to: (a) refrain from representing the LLLI as a form of renters’ insurance or a suitable substitute for renters’ insurance, or as property insurance or a suitable substitute for property insurance, and (b) refrain from misrepresenting it in any other way. LLLI does not provide coverage for Resident contents or liability rising from bodily injury nor does it provide property damage coverage to property of anyone other than you. The Resident is not an insured or additional insured under LLLI.

2.5 Payment; Past Due Amounts. You agree to pay the Premiums set forth in the Policy. You acknowledge that Premiums may be subject to change with notice by the insurance company as delineated in the Policy. We will make every reasonable effort to provide you with notice of change in Premiums to the extent that we have advance knowledge of a pending change. There are no refunds for Premiums even if you elect to terminate your policy early. If you fail to pay the Premiums, the agent and insurance company reserve the right to engage a collections agency to collect unpaid Premiums and you agree to pay all costs incurred 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.

2.6 Collection of Premiums. You are the named insured (“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 us and understand it will be used to pay Premiums in full each month, regardless of your ability to collect reimbursement from your Residents. You understand and agree that payment of Premiums will be due on the first of each month for all Reported Units during the preceding month and that overdue Premiums may result in cancellation by the insurance company of your Policy and no coverage.

2.7 Fees. If you elect to charge a monthly administration fee in excess of the Premium, such fee must be reasonable, as determined by the agent or insurance company in their sole discretion. You agree to clearly disclose any such fee that you may charge to your Resident(s). One-off fees shall not be charged. Failure to abide by this requirement may result in cancellation by the insurance company of your Policy and no coverage.

2.8 Reimbursement. You will not seek reimbursement from the Resident for Premiums unless: (a) you have a signed Lease with the Resident that discloses (i) all minimum insurance requirements, and (ii) that coverage will be purchased by you upon Resident’s failure to provide evidence of minimum required insurance; and (b) you have allowed the Resident an opportunity, at Lease execution, to provide evidence that they have met such minimum insurance requirements. You will only report Resident Units to the LLLI in the event that the Resident has not provided evidence of minimum required insurance as required by the Lease. You will not report Resident Units to the LLLI if you know that the Resident has their own insurance meeting the minimum insurance requirement of the Lease. You will immediately cancel coverage for any Reported Unit upon receipt of evidence of Resident insurance meeting the minimum insurance requirement of the Lease. You understand your Policy may be canceled by the insurance company if you have not taken reasonable measures to meet this requirement.

2.9 Adverse Selection. You will take reasonable measures to roll out LLLI to all eligible Resident Units not having insurance meeting the minimum insurance requirement of the Lease; without consideration to individual Residents. You acknowledge that your Policy may be canceled by the insurance company if you have not taken reasonable measures to meet this commitment.

2.10 Claims. Per the terms of the Policy, 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.

2.11 Accurate Information. If you elect to apply for LLLI, you are responsible for electronically completing and submitting to the agent an initial written application for consideration in their underwriting LLLI. You acknowledge that the agent and insurance company may rely upon the validity, accuracy and completeness of the information provided by you in your application for LLLI. Subsequent to the initial set-up of the Services to report LLLI, we may from time to time request that you provide updated information and supporting documentation to us (such as property complex names, addresses), which you will use best efforts to deliver to us within three (3) business days following our 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 by the insurance company, and no coverage.

2.12 Concealment Or Fraud. AppFolio will not provide access to the Services for reporting units to LLLI and the insurance company will not provide coverage under the Policy when you have: (a) intentionally concealed or misrepresented any material fact or circumstance, (b) engaged in fraudulent conduct, or (c) made false statements relating to any claim or the or the insurance coverage provided under the Policy.

2.13 Resident Notice. It is your responsibility to communicate details of LLLI, including types and level of coverage provided under the Policy, to Resident occupying Reported 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 is available from the agent in electronic and/or paper format summarizing relevant coverage terms under your Policy. This document is sufficient to fulfill your obligations under this section.

2.14 Conflict Between Terms of Service and Policy. In the event of any conflict or inconsistency between these Value+ Terms and the terms of the Policy, such conflict or inconsistency will be resolved by giving precedence first to the Policy, then to these Value+ Terms. These Value+ Terms do not modify or amend in any way the terms of the Policy.

2.15 Termination and Non-Compliance. We may, at our sole discretion, restrict or remove your access to the Services for violation of these Value+ Terms, or any related policies or guidelines. We also reserve the right to terminate your access to LLLI if requested by the agent or insurance company.

3. Premium Leads Service

3.1 Premium Leads. Our leads service allows you to post your vacant listings to numerous listing sites and receive leads back via our guest card system, which records the web-submitted and telephone-submitted leads for your review (“Premium Leads”).

3.2 Lead Information. All information you enter into Premium Leads (“Lead Information”) is solely your responsibility. We do not review or approve any Lead Information. You grant us a non-exclusive, worldwide, royalty-free right to publish, distribute, use, reproduce, and modify Lead Information. We reserve the right to modify, delete, omit, terminate or delay any Lead Information for violating these Value+ Terms.

3.3 Verified Leads. You will be charged for each Verified Lead. As used herein, “Verified Lead” means an individual that inquires about a property listing via (i) mobile application or web form, if such application or form results in you receiving three (3) or more of the following pieces of information, (a) individual’s name, (b) individual’s email, (c) individual’s’ phone, and (d) message; or (ii) telephone call or voicemail the duration of which is fifteen (15) seconds or longer. Notwithstanding the foregoing, once you are charged for a Verified Lead, you will not be charged for a subsequent Verified Lead by the same individual for the same property listing for a period of thirty (30) days following the date of the original Verified Lead.

3.4 Representations and Warranties. In connection with your use of Premium Leads, you represent and warrant: (a) each property listed is an actual property that you own, manage, or have authorization to represent as a realtor or locator, (b) each listing includes a working phone number of the owner, agent or manager who can show the property to prospective renters, (c) the actual and accurate street address of each property is listed in the “Street Address” field, (d) the monthly rent amount listed for each unit equals at least the average monthly rent for the term of the lease, (e) the availability listed for each property is accurate as of the time each property is updated, (f) 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, (g) each property’s “Nearest Intersection” field only contains two street names representing an intersection reasonably close to the property and does not contain any form of property description, listing title, or marketing text, and (h) you will not charge a fee to renters to view a rental list or charge a fee to view a property.

3.5 Telephone Recording. You acknowledge and agree that when using the telephone call tracking feature in Premium Leads, the phone calls you receive may be recorded and made available for our review and to verify the validity of telephone leads.

3.6 Partner Websites and Services. You acknowledge that we will share your listings with partner websites. When you update (or delete) your listing, we will update (or remove) your listing details in the data feeds to the partner websites. You understand that we do not own or manage any of the partner websites, and we have no responsibility for the actions or inactions of any other website, including causing a partner website to remove a listing.

4. Maintenance Contact Center

4.1 Maintenance Contact Center.  If you subscribe to our Maintenance Contact Center (“Maintenance Contact Center”) we will monitor telephonic and online maintenance requests from your tenants and arrange for service requests to be sent to your designated technicians.

4.2 Responsibilities. Our Maintenance Contact Center obligations are limited to receiving and responding to telephonic and online maintenance requests and for transmitting service requests to designated technicians. We are not responsible for any delayed response, work performed, or harm caused to persons or property by a dispatched technician. You are solely responsible for updating the contact information of all designated technicians.

4.3 Notification. We will notify you when a service request is dispatched to a technician. You are solely responsible for any subsequent correspondence or actions that may be required after initial service request dispatch.

4.4. Authorization to Accept Fees. You acknowledge and agree that we are permitted to accept on your or your tenant’s, homeowner’s or owner’s behalf any and all fees required to initiate a service request (an “Initiation Fee”). You further acknowledge and agree that we will have no liability to you or your tenants, homeowners or owners for any Initiation Fee and you shall indemnify us upon demand for any Initiation Fee we may incur or be held responsible for.

5. Tenant Debt Collections

5.1 Third Party Collections Service.  You may elect to utilize a nationwide contingency-based tenant debt collection service provided directly by 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 the Services 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, HOA fees, and leases of active military personnel called to duty).

5.2 Collections Service Agreement. Before utilizing the Tenant Debt Collections Service, you must first enter into a separate written agreement with Hunter Warfield (the “Collections Service Agreement”).

5.3 Role of AppFolio. 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) the Services are only a conduit for the submittal of past due tenant debt to Hunter Warfield and are in no way, either directly or indirectly, involved in or responsible for the debt collection process.

5.4 Your Responsibility. You are solely responsible for tenant information and documentation stored in the Services and for its accuracy and completeness at the time past due tenant debt is submitted to Hunter Warfield.

6. Termination. We may, in our sole discretion, suspend, cease providing and/or terminate your ability to access any of the Value+ Services the subject of these Value+ Terms at any time for any reason.

7. Indemnification. In addition to your indemnification obligations in the Terms of Service, you agree to defend, indemnify, and hold the AppFolio Parties harmless from any and all Costs arising out of or relating to your or your tenant’s or homeowner’s use of any of the Value+ Services the subject of these Value+ Terms.

III. APPFOLIO TENANT SCREENING TERMS

Last Updated: March 27, 2020

If you subscribe to APM or APM PLUS, then you may elect to apply for our online tenant screening services (the “Screening Services”). Your use of the Screening Services is governed by the Terms of Service and the terms and conditions set forth below (the “Screening Terms”). Capitalized terms used but not otherwise defined below shall have the meaning given in the Terms of Service. The Screening Terms and Terms of Service are intended to be read and work together; however, in the event of any irreconcilable conflict between the Screening Terms and the Terms of Service, the Screening Terms shall prevail.  

1. Use of the Screening Services.

1.1 Purpose; Compliance.  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 these Screening Terms. In the event you fail to comply with these Screening Terms, as determined in our sole discretion, we may terminate your access to the Screening Services in whole or in part.

1.2 Authorized Use. Subject to your compliance with these Screening Terms and payment of all fees 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 and solely for the Permissible Purpose, and for no other purpose. In the event that you violate these Screening Terms or any related policies or guidelines, we reserve the right to restrict or terminate your access to the Screening Services.

1.3 End User Certification.

1.3.1 Certification. You certify that you are an end-user of the Information (including, without limitation, the credit information) and that you will 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.

1.3.2 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.

1.4 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 and shall comply with the FCRA Requirements listed below.

1.5 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. Further, you agree to provide copies of any and all of the foregoing materials to us upon our request.

1.6 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.

1.7 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 employees, our third party information providers, agents and independent contractors from liability for any loss or expense suffered as a result of any inaccuracy in the Information.

1.8 Certain Limitation of Screening Services. Without limiting any part of Section 1.7 (No Warranties), you acknowledge and agree to the following express limitations of the Screening Services:

1.8.1. A part of the Screening Services are a search of a national database of landlord-tenant and criminal records (“Public Records”). In certain situations, the availability of Public Records is limited by our compliance with federal, state, and local regulations and laws, as well as industry guidelines and best practices. We will not report or provide Public Records when not permitted by law.

1.8.2 We report Public Records with only a seven (7) year look back period.

1.8.3 There are certain courts and jurisdictions where Public Records are not made available through electronic means or certain Public Records are subject to additional costs. In such circumstances, we do not obtain such Public Records and report them to you.

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 Screening Terms 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 Screening Terms 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 our screening reports may contain information from the DMF, we would like to remind you of your continued obligation to restrict your use of deceased flags or other indicia within any of our screening reports 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 the Screening Services affirms your commitment to comply with these Screening Terms 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 one of our screening reports.

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

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 us; 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 us, (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 Familiarity with FCRA. 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. We reserve the right to make changes to these 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, including as follows:

(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.

(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; and (iii) for interactive sessions (i.e. non system-to-system) ensure that 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 Screening Terms.

(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; and (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, and (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, and (vi) CAI / CCM assessment.

2.9 General.

2.9.1 We 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 (“ECOA”) 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 In the event we make available to you (which we may elect to do in our sole discretion), certain credit scoring services known as “Experian/Fair Isaac Model” the terms in this Section 3 shall apply.

3.2 We purchase 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 Fair Isaac Corporation (“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 Screening Terms, 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 Screening Terms 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 Screening Terms, 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.

IV. APPFOLIO PAYMENTS TERMS

Last Updated: March 27, 2020

If you subscribe to APM or APM PLUS, then you may elect to apply for our payments services, as more fully described below (the “Payments Services”). If you apply for the Payments Services, you are responsible for completing and submitting an initial written application and supporting documentation about your business and financial status. We will rely upon the validity, accuracy and completeness of the information in your application and supporting documentation in determining, in our sole discretion, (i) if you meet our then-current underwriting criteria; and (ii) the credit and account processing standards and limits that will apply to your use of the Payments Service.

If your application is approved, your use of the Payments Services are governed by the Terms of Service, the terms and conditions set forth below (the “Payments Terms”), and the policies and guidelines we make available to you from time to time. Capitalized terms used but not otherwise defined below shall have the meaning given in the Terms of Service. The Payments Terms and Terms of Service are intended to be read and work together; however, in the event of any irreconcilable conflict between the Payments Terms and the Terms of Service, the Payments Terms shall prevail.  

Subsequent to your initial acceptance and provision of the Payments Services, we may from time to time request you provide updated information and supporting documentation to confirm your then-current business and financial status, which you shall deliver to us within three (3) business days of our request. Any failure to provide such information and supporting documentation within a timely manner or failure to satisfy our then-current underwriting criteria (as determined in our sole discretion) will be deemed a material breach of these Payments Terms and result in the termination of your right to use the Payments Services.

1. Card Payment Services

1.1 Verification. We will require you to provide information to verify your identity as a condition of providing you with access to the credit and debit card payment processing services (the “Card Services”). Such information may include a government-issued identification, such as a passport or driver’s license, a business license, 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 use of the Card Services in our sole discretion. By accepting these Payments Terms, 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 Wells Fargo Bank, N.A., Concord, CA (“Bank”), who serves as the sponsoring bank in connection with the Card Services, 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.

1.2 Acceptable Cards. The Card Services allow you to accept payments initiated with eligible credit and debit cards bearing the trademarks of Mastercard International Incorporated (“Mastercard”), DFS Services LLC (“DFS”) and Visa U.S.A., Inc. (“Visa” and together with Mastercard and DFS, the “Card Brands”). We may remove or add cards that are accepted via the Card Services at any time without prior notice.

1.3 Our Limited Role. In connection with the Card Services, we merely collect and relay information and do not receive, take possession or custody of, or otherwise hold any funds on behalf of any third parties. We are a registered ISO of Bank.

1.4 Appointment of Bank and AppFolio as Your Agent. By accepting these Payments Terms, you hereby appoint Bank and AppFolio as your agent in connection with the Card Services for the limited purpose of processing amounts received (“Payments”) from users paying via the Card Services (“Payors”) on your behalf as payment for goods and/or services provided by you and transmitting such Payments to you. The foregoing agency appointment will remain in full force and effect while you use the Card Services. You agree that receipt of Payors’ Payments by AppFolio or Bank in connection with the Card Services pursuant to these Payments Terms constitutes receipt of Payments by you and therefore satisfies Payors’ respective payment obligations to you as if the Payors paid you directly, even if Payors’ Payments are never transmitted to you. Accordingly, you agree not to seek Payments from Payors in the event that you do not receive Payors’ Payments in connection with the Card Services.

If you use the Card Services to accept Payments owed to other individuals or entities for which you provide property management services (“Payees”), you represent and warrant that you have all requisite power, authorization, and authority to, among other things, (a) appoint AppFolio and Bank as each Payee’s agent for the limited purpose of processing Payors’ Payments on behalf of each Payee as payment for goods and/or services provided by the Payee and transmitting such Payments to you or the Payee; and (b) agree, on behalf of each Payee, that receipt of Payors’ Payments by AppFolio or Bank on the Payee’s behalf constitutes receipt of Payors’ Payments by the Payee and satisfies Payors’ respective payment obligations to the Payee as if the Payors paid the Payee directly, even if Payors’ Payments are never transmitted to you or the Payee.

Notwithstanding the foregoing, and for clarity, where a Payor itself disputes a payment previously made and prevails (i.e., a chargeback is permitted), you agree to seek payment from the original obligor directly.

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

1.6 Prohibited Transactions. You acknowledge and agree that you will not use the Card Services to accept Payments in connection with the following businesses or business activities (collectively, “Prohibited Transactions”), which we may revise from time to time: (i) adult products or services, such as adult book stores, video stores, toys; adult websites and content; adult entertainment (misc.); any products on the Internet containing graphic or nude content; audio (phone sex and adult phone conversations); companion/escort services; dating services (sexually-oriented); fetish products; illegal activity (e.g., child pornography, bestiality); massage parlors (sexually-oriented); 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) (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 of other merchants and then sharing the cardholder data with the third party or receiving cardholder data from third parties), (xviii) debt consolidation and mortgage reduction/consulting services, (xix) decryption and descrambler products including mod chips, (xx) door-to-door sales, (xxi) drug paraphernalia, (xxii) embassy, foreign consulate, or other foreign government, (xxiii) essay mills/paper mills (i.e., ghost writing services that sell essays, term papers, etc. with the intent that the 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 bet 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 and 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, (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), (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.

1.7 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. We may be required to change these Payments Terms in connection with amendments to the Card Brand Rules, which are located at:

https://www.mastercard.us/en-us/merchants/get-support/merchant-learning-center.html;

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

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

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.

1.8 Account Deposits. Subject to the payout schedule below and these Payments Terms, and once your designated bank account(s) (“Bank Account”) information is verified, Payments actually received by Bank for transactions submitted through the Card Services (less any applicable fees) will be deposited in your Bank Account. Funds for any given transaction will not be deposited until the transaction is deemed complete. You are responsible for monitoring your transactions and ensuring that payments to you in connection with the Card Services are correct. You must notify us of any errors in payments made to you within thirty (30) days of the error first appearing on your electronic transaction history. Failure to notify us of such an error will be deemed a waiver of any right to amounts owed to you.

1.9 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.

1.10 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.

1.11 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 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.

1.12 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 Services (the “Reserve”). We may require a Reserve for any reason, including without limitation if you have a high rate of chargebacks (as defined below), refunds, or other indications of performance problems related to your use of the Card Services. The Reserve will be in an amount as reasonably determined by us to cover anticipated chargebacks, returns, unshipped merchandise and/or unfulfilled products or services or credit risk based on your processing history or such amount designated by Bank. The Reserve may be raised, reduced or removed at any time by us, in our sole discretion, based on your payment history, a credit review or otherwise as we or Bank may determine or require. If you do not have sufficient funds in your Reserve, the Reserve may be funded from any funding source associated with your AppFolio database, including, but not limited to, any funds (a) deposited by you, (b) due to you under these Payments Terms, or (c) available in your bank account or other payment instrument registered with us. You grant us a security interest in and lien on any and all funds held in any Reserve and also authorize us to make any withdrawals or debits from the Reserve, without prior notice to you, to collect amounts that you owe us under these Payments Terms, including, without limitation, for any reversals of deposits or transfers made to your Bank Account. You will execute any additional documentation required for us to perfect our security interest in any funds in the Reserve. This security interest will survive for as long as we hold funds in your Reserve.

1.13 Refunds and Returns. By accepting payment card transactions through the Card Services, you agree to process returns of, and provide refunds and adjustments for, your services to your customers through your Bank Account in accordance with these Payments Terms 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.

1.14 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 Payments Terms.

1.15 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 Payments Terms until such time that: (a) a Chargeback is assessed due to a Payor’s complaint, in which case we will retain the funds; (b) the period of time under applicable law 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.

1.16 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.

1.17 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 Payments Terms. 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.

1.18 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 Payments Terms, including, without limitation, any Chargebacks. All fees will be charged at the time we process a transaction and are deducted first from the transferred or collected funds and thereafter from any other amounts processed by you through the Card Services

1.19 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.

1.20 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 Services, you agree that you will not (i) use the Cardholder Data for any purpose other than for the Card Services, (ii) use the Cardholder Data for any purpose that you know or should know to be fraudulent or in violation of any Card Brand Rules, or (iii) sell, purchase, provide or exchange in any manner or disclose Cardholder Data to anyone other than the Card Brands or in response to a government request.

1.21 Commercial Entity User Agreement.

This Commercial Entity User Agreement (“Commercial Entity Agreement” or “CEA”) is applicable to you if you meet the definition of “Commercial Entities” under the Card Brand Rules and use the Card Services to accept credit or debit cards issued by the Card Brands (the “Cards”) from their customers

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

BY ACCEPTING THE PAYMENTS TERMS, YOU CONSENT TO BE BOUND BY THIS CEA, WHICH CONSTITUTES A LEGALLY BINDING CONTRACT BETWEEN YOU AND WELLS FARGO BANK, N.A. (“WELLS FARGO,” “WE”, “US” AND/OR “OUR”) TO GOVERN THE AUTHORIZATION AND SETTLEMENT OF TRANSACTIONS CONDUCTED BETWEEN YOU AND YOUR CUSTOMERS USING THE CARDS THROUGH THE CARD SERVICES.

Any rights not expressly granted herein are reserved by Wells Fargo. Wells Fargo may terminate provision of credit and debit card processing services provided by Wells Fargo to AppFolio and you in connection with payments made to you through the Card Services and enforce any of the provisions of the Payments Terms that relate to the credit and debit card processing services provided by Wells Fargo. This CEA replaces any other CEA you may have already agreed to with AppFolio and Wells Fargo.

1.21.1 Purpose. When your customer pays you through the Card 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 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.

1.21.2 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:

https://www.mastercard.us/en-us/merchants/get-support/merchant-learning-center.html; and

https://usa.visa.com/dam/VCOM/global/support-legal/documents/card-acceptance-guidelines-visa-merchants.pdf; and

https://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 the Card 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 yourself 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 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 Card 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 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 Card Services for illegal purposes and will not interfere or disrupt networks connected with the Card 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 Card transactions; however, by using the Card Services you are electing full acceptance.

(m) Recurring Transactions. If you permit recurring transactions, you must (i) obtain your customer’s consent to periodically charge the customer on a recurring basis for the services 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.

1.21.3 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.

1.21.4 Term and Termination. This CEA is effective upon the date you electronically agreed to, or accepted the Payments Terms or otherwise agreed to this CEA (by “click-through” or otherwise), and shall remain effective so long as you use the Card Services. This CEA will terminate automatically upon any termination or expiration of your subscription to the Services, provided that those terms which by their nature are intended to survive termination (including indemnification obligations and limitations of liability) shall survive. This CEA may be terminated by Wells Fargo, at any time, based on (i) a breach of any of your obligations under this CEA or the Payment Terms, or (ii) the termination of the payment processing relationship between AppFolio and Wells Fargo. Notwithstanding the above, Wells Fargo and/or AppFolio, at its sole discretion, may terminate this CEA at any time for any reason.

1.21.5 Indemnification. In addition to your indemnification obligations set forth in the Terms of Service, you agree to indemnify and hold AppFolio and Wells Fargo harmless from and against all losses, liabilities, damages and 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; or (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 you 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.

1.21.6 Warranty Disclaimer. WELLS FARGO DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, MADE TO YOU OR ANY OTHER PERSON, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE OF THE SERVICES PROVIDED UNDER THIS CEA TO THE EXTENT PERMITTED BY LAW.

1.21.7 Limitation of Liability. Notwithstanding anything in this CEA to the contrary, in no event shall the parties hereunder, or their affiliates or any of their respective directors, officers, employees, agents or subcontractors, be liable under any theory of tort, contract, 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.

1.21.8 Governing Law; Arbitration. This CEA shall be governed by and construed in accordance with the laws of the State of California. Any dispute with respect to this CEA between you and Wells Fargo, including a dispute as to the validity or existence of this CEA and/or this clause, shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association. Venue for any such arbitration shall be Santa Barbara County, California.

1.21.9 Assignment; Amendments. This CEA may only be assigned in connection with a permitted assignment under the Payments Terms. Wells Fargo may assign its rights under this CEA without your consent. This CEA may be amended by you only upon mutual written agreement with Wells Fargo. Wells Fargo may amend this CEA at any time via AppFolio posting a revised version on the AppFolio website(s). The revised version will be effective at the time AppFolio posts it. In addition, if the revised version includes a substantial change, 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.

1.21.10 Waiver. The failure of a party to assert any of its rights under this CEA, including the right to terminate this CEA in the event of 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.

1.21.11 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.

1.21.12 Severability. Whenever possible, each provision of this CEA will be interpreted in such a manner as to be effective and valid under applicable law, but if any provision hereof will be prohibited by or determined to be invalid by a court of competent jurisdiction, such provision will be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this CEA.

2. ACH Tenant Payment Services

2.1 ACH Services. If you (“you” or “Merchant”) subscribe to the Services you may elect to apply for ACH tenant payment services (“ACH Services”). If we approve your application, we will make available the ACH Services.

2.2 Definitions. As used herein:

“ACH Transaction” means an electronic payment transaction originated by you and processed through the ACH Network in the Federal Reserve System.

“Authorized Account” means the bank account or accounts as designated by you in your written application for ACH Services and/or additional bank accounts subsequently designated by you and communicated to us in writing.

“Customer” means, for purposes of this Section 1, your tenant or homeowner who submits a payment to you by means of an ACH Transaction.

“Entry” means a transaction submitted by you to us for processing by the ACH Services and further defined in the NACHA Rules.

“JHA” means Jack Henry & Associates, Inc., acting through its Profit Stars Division, our third-party payment processor for ACH Services.

“NACHA” means the National Automated Clearing House Association.

“NACHA Rule” means the then-current rules, regulations and procedural guidelines published by NACHA and/or all regional payment alliances associated with NACHA.

“Originating Depository Financial Institution or ODFI” means the financial institution that receives the Entry from JHA and transmits the Entry to its ACH operator for transmittal to a Receiving Depository Financial Institution for debit or credit to your or your Customer’s account, as these terms are further defined in the NACHA Rules.

“Receiving Depository Financial Institution or RDFI” means a financial institution qualified to receive ACH Entries.

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

“Settlement Account” means a commercial demand deposit bank account which you have established for JHA’s access and use to settle financial payment transactions processed by JHA under these Payments Terms.

2.3 Transmittal of Entries; Timing. You hereby authorize us to initiate ACH credits and debits and adjustments to the Authorized Account(s). This authorization will remain in effect after termination of these Payments Terms until all of your obligations to us and/or JHA have been paid in full. Confirmation from us of a credit or debit ACH transaction does not constitute a warranty that you will be paid for the transaction.

ACH files received by the processing deadline (imposed by the ODFI and the ACH operator) will be transmitted that day to the Federal Reserve Bank for settlement on the effective Entry day. Files received after the deadline will be processed the next Banking Day as defined in the NACHA Rules. Notwithstanding the foregoing, delivery of funds may take up to five (5) business days to allow Reject/Return codes from the RDFI.

2.4 Authorizations.  We reserve the right to cease providing you the ACH Service if we (in our sole discretion) determine that your use of the ACH Services results in an unacceptable volume of Rejects or Returns. Additionally, we reserve the right to determine adjustment of fees, potential reserves, or terminate your right to use the ACH Service if we (in our sole discretion) determine that other factors may affect the risk of fraud or Merchant instability.

2.5 Recoupment and Set-Off. You shall immediately reimburse us and JHA for any returns or shortfalls that occur in your Settlement Account. JHA reserves the right to delay the availability of funds for deposit without prior written notice to you if, in its sole discretion, JHA deems itself at financial or relative risk for any and all ACH Services performed under these Payments Terms.

You hereby acknowledge and agree that JHA shall have a right of setoff against: (i) any amounts JHA would otherwise be obligated to deposit into your account, and (ii) any other amounts JHA may owe you under these Payments Terms.

2.6 Representations and Warranties.

2.6.1 We represent and warrant to you that our ACH Services will be performed consistent with ACH transaction processing industry standards and in accordance with the NACHA Rules and applicable laws and regulations. In the event that you discover an error in the ACH Services that has been caused by us or JHA, and you promptly notify us of the existence and details of the error, we shall use commercially reasonable efforts to correct the error within a reasonable time after our receipt of notification of the error.

EXCEPT FOR THE FOREGOING WARRANTY, WE MAKE NO OTHER WARRANTIES FOR THE ACH SERVICES AND DISCLAIM ANY AND ALL PROMISES, REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

We do not guarantee the completeness or accuracy of the information provided from a third-party database. We shall have no liability to you for any invalid Customer information provided by you or Entries returned unpaid.

2.6.2 You represents and warrants to us that:

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

(b) In connection with all activities covered by these Payments Terms, you will comply with (i) all then-current NACHA Rules, and (ii) all applicable Federal, state and local laws, rules and regulations as amended from time to time, 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).

(c) all information you provide in your initial application and supporting documentation, and in all subsequent updates thereto, will be valid, complete, accurate and up-to-date when given.

(d) the individual(s) who sign and submit the application for the ACH Services, and all future updates to the application and supporting documentation, will have the legal authority to make and bind you to the agreements, warranties and commitments stated in these Payments Terms and the application submitted on your behalf.

(e) you have verified or will verify the accuracy of transactions processed or payments collected via the ACH Services.

(f) you have secured all necessary permissions, consents, licenses, waivers and release for the processing of the ACH Services and each part thereof.

(g) you will not generate transactions that violate the laws or regulations of the United States.

2.7 Excluded Services.   It is our policy not to provide the ACH Services to any person or organization whose use of the ACH Services involves or pertains to any activity which is illegal under U.S. law or involves an activity or business with which we decline to accept and conduct business generally (“Excluded Activity or Activities”). As such, you warrant that you will not use the ACH Services to conduct any of the Excluded Activities, which include but are not limited to the following: (a) check cashers or money services businesses (MSBs), (b) credit repair services, debt consolidation and forgiveness programs, (c) government grant or will-writing kits, (d) internet gambling or accepting payments in connection with internet gambling, (e) internet pharmaceutical sales, (f) internet tobacco or firearms sales, (g) magazine subscriptions, (h) organizations residing outside of North America or U.S. Territories, (i) outbound telemarketing, (j) payday or subprime loan business, (k) pornography or other sexually-oriented business, (l) prepaid vacation/timeshare solicitation services, (m) psychic or horoscope consultation services, (n) sweepstakes, and (o) any other activity which we deem, in our sole discretion, to adversely reflect on our reputation.

You acknowledge that we reserve the right to reject any proposed Authorized Account or to refuse to process a transaction in connection with the use of the ACH Services in conjunction with any Excluded Activity, as determined in our sole discretion.

3. Check Scanning Services

3.1 Check Scanning Services. If you subscribe to the Services you may elect to apply for check scanning services (“Check Scanning Services”). If we approve your application, we shall make available the Check Scanning Services.

3.2 Definitions. As used herein:

“Authorized Account” means the bank account or accounts designated by you in your written application for Check Scanning Services and/or additional bank accounts subsequently designated by you and communicated to us in writing.

“Bank of First Deposit” means the financial institution that originates a transaction on behalf of their customers.

“Check 21 Rules” means the rules and regulations pertaining to Transactions, including but not limited to the Check Clearing for the 21st Century Act or Check 21 Act

“Reject/Return” means any item, which cannot be processed and is being returned by the paying bank to the Bank of First Deposit for correction or re-initiation.

“Transaction” means a Check 21 debit transaction, including any data for such transaction.

3.3 Transmittal of Entries; Timing. You hereby authorize us to initiate debits and adjustments to the Authorized Account(s). This authorization will remain in effect after termination of these Payments Terms until all of your obligations to us and/or JHA have been paid in full. Confirmation from us of a Transaction does not constitute a warranty that you will be paid for the Transaction. Neither AppFolio nor JHA shall be liable for any delay by the Federal Reserve System or paying bank in processing any Transaction that you originate or for the failure of any other parties to any Transaction to process or debit the Transaction.

3.4 Exposure Limits.  We reserve the right to cease providing you the Check Scanning Services if we (in our sole discretion) determine that your use of the Check Scanning Services result in an unacceptable volume of Rejects or Returns. Additionally, we reserve the right to determine adjustment of fees, potential reserves, or terminate your right to use the Check Scanning Service if we (in our sole discretion) determine that other factors may affect the risk of fraud or Merchant instability.

3.5 Recoupment and Set-Off. You shall immediately reimburse us and JHA for any returns or shortfalls that occur in your Settlement Account. JHA reserves the right to delay the availability of funds for deposit without prior written notice to you if, in its sole discretion, JHA deems itself at financial or relative risk for any and all Check Scanning Services performed under these Payments Terms.

You hereby acknowledge and agree that JHA shall have a right of setoff against: (i) any amounts JHA would otherwise be obligated to deposit into your account, and (ii) any other amounts JHA may owe you under these Payments Terms.

3.6 Representations and Warranties.

3.6.1 We represent and warrant to you that our Check Scanning Services will be performed consistent with applicable transaction processing industry standards and in accordance with Check21 Rules and other applicable laws and regulations. In the event that you discover an error in the Check Scanning Services that has been caused by us or JHA, and you promptly notify us of the existence and details of the error, we shall use commercially reasonable efforts to correct the error within a reasonable time after our receipt of notification of the error.

EXCEPT FOR THE FOREGOING WARRANTY, WE MAKE NO OTHER WARRANTIES FOR THE CHECK SCANNING SERVICES AND DISCLAIM ANY AND ALL PROMISES, REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

We do not guarantee the completeness or accuracy of the information provided from a third-party database.

3.6.2 You represents and warrants to us that:

(a) Each Transaction will be accurate, timely, authorized by the party whose account will be debited, and otherwise comply with Check21 Rules;

(b) In connection with all activities covered by these Payments Terms, you will comply with (i) all then-current Check21 Rules, and (ii) all applicable Federal, state and local laws, rules and regulations as amended from time to time, including but not limited to the Electronic Funds Transfer Act, Regulation E, if applicable, and the Uniform Commercial Code Article 4A.

(c) Each Transaction will be for the sum which, on the settlement date with respect to such Transaction, is owed to you from the party whose account will be debited.

(d) You will not use the Check Scanning Service to deposit any original paper check more than once.

(e) All checks processed using the Check Scanning Services will conform to the requirements of this Agreement and your deposit agreement with you bank.

(f) You will review and validate the accuracy and completeness of the check data being captured by the Check Scanning Services, including but not limited to the amount of the check and the legibility of the check image generated.

3.7 Security Procedures. You must use the Check Scanning Services with operating systems which are either certified by JHA to operate with the Check Scanning Services or must meet the minimum technical operating environment requirements published by JHA. You shall retain all original checks in a locked and secure environment until a completed Transaction is confirmed (which typically occurs in two weeks or less) after which time you shall shred original checks.

4. Bill Pay Services

4.1 Bill Pay Services. If you receive Payments Services you may elect to electronically submit check and invoice data from the Services to JHA for check printing and mailing in connection with the payment of your bills or invoices (the “Bill Pay Services”). JHA will (a) format and laser print checks based on the data you submit utilizing laser MICR printers, (b) insert those checks into envelopes, and (c) deposit those checks with the U.S. Postal Service for standard mailing. Checks will be drawn on those bank accounts provided by you and which have been underwritten and credentialed as part of the Payments Services. Checks will bear the routing and account number of the associated financial institution. Undeliverable checks will be returned to your address. AppFolio and JHA shall have no responsibility with respect to returned items, and neither AppFolio nor JHA warrant or in any way guarantee payment to the proposed recipient of the funds.

4.2 Applying for Bill Pay Services. If you apply for the Bill Pay Services, you are responsible for completing and submitting an initial written application and supporting documentation about your business and financial status. We will rely upon the validity, accuracy and completeness of the information in your application and supporting documentation in determining, in our sole discretion if you meet our then-current underwriting criteria. If we approve your application, we shall make available the Bill Pay Services. You shall utilize and access the Bill Pay Services solely in accordance with the terms of these Payments Terms and the policies and guidelines we make available to you from time to time.

Subsequent to your initial acceptance and provision of the Bill Pay Services, we may from time to time request you provide updated information and supporting documentation to confirm your then-current business and financial status, which you shall deliver to us within three (3) business days of our request. Any failure to provide such information and supporting documentation within a timely manner or failure to satisfy our then-current underwriting criteria (as determined in our sole discretion) will be deemed a material breach of these Payments Terms and result in the termination of your right to use the Bill Pay Services.

4.3 Representations and Warranties. We represent and warrant to you that the Bill Pay Services will be performed in a commercially reasonable manner. In the event that you discover an error in the Bill Pay Services that has been caused by us or JHA, and you promptly notify us of the existence and details of the error, we shall use commercially reasonable efforts to correct the error within a reasonable time after our receipt of notification of the error.

EXCEPT FOR THE FOREGOING WARRANTY, NEITHER WE NOR JHA MAKES ANY OTHER WARRANTIES FOR THE BILL PAY SERVICES AND WE HEREBY EXPRESSLY DISCLAIM ANY AND ALL PROMISES, REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE BILL PAY SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

We shall have no liability to you for any invalid information provided by you or for any returned items.

You further warrant, represent and covenant to us that (a) you have verified or will verify the accuracy of information sent via the Bill Pay Services, (b) you have secured all the necessary permissions, consents, licenses, waivers and 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. Owner & Vendor e-Check Payment Services

Use of our e-check payment services are subject to the terms of that certain JHA Money Center, Inc. Owner & Vender e-Check Processing Services Agreement (the “e-Check Agreement”), which you executed during the online-payments sign up flow. If you require a copy of your e-Check Agreement, please contact us at support@appfolio.com

6. Cash Transaction Payment Services

6.1 Cash Transaction Payment Services. If you subscribe to the Services you may elect to purchase cash transaction payment services (“Cash Transaction Payment Services”). The Cash Transaction Payment Services are made available to you pursuant to an agreement between us and our third-party partner, PayNearMe, Inc. (“PayNearMe”).

6.2. Agreements. In connection with your use of the Cash Transaction Payment Services, you agree that: (a) PayNearMe, its payment locations, and we are authorized to receive cash payments on your behalf (i.e., act as agents for the limited purpose of receiving payments); (b) PayNearMe will remit these payments to us 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; (c) we may share such information with PayNearMe as may be necessary, in our sole discretion, to enable PayNearMe to perform the Cash Transaction Payment Services; (d) receipt of funds by a payment location on your behalf from any person using the Cash Transaction 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; (e) your recourse for any non-remittance of funds received by us from PayNearMe on behalf of third parties on your behalf is against us; (f) the receipt issued by the payment location will identify you as the recipient of the payment and may identify us as well; (g) either we 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 (h) you will reasonably cooperate with PayNearMe and us in good faith to minimize fraud, theft, abuse, and/or 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.

7. Term And Termination

7.1 Term. The term of these Payment Terms shall be conterminous with your subscription to the Services.

7.2 Early Termination. Notwithstanding anything to the contrary herein, we may terminate or suspend these Payments Terms and your access to Payments Services, in whole or in part, prior to the expiration of the term in the event of any of the following:

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

7.2.2. You become insolvent, enter into reorganization or bankruptcy, make a general assignment for the benefit of creditors, admit in writing your inability to pay debts as they mature, suffer or permit the appointment of a receiver, any of which in our judgment impairs your ability to perform your responsibilities under this Agreement.

7.2.3. There is a deterioration or other materially negative change in your business or financial status or structure that increases the financial risk to us or our partners in providing you the Payments Services.

7.2.4. There is a change in applicable laws, regulations, NACHA Rules, Check 21 Rules, Card Brand Rules, or our third party partner agreements that restricts or prohibits us from providing the affected Payments Services or increases our cost in providing the affected Payments Services to our customers generally.

7.2.5 You utilize the Payments Services in conjunction with an Excluded Activity or Prohibited Transaction.

7.2.6. For any other reason expressly identified in these Payments Terms or our policies and procedures made available to you.

In the event we terminate these Payments Terms prior to the expiration of its term, we will provide you with notice of such termination and termination will become effective on your receipt of notice.

8. Limitations of Liability. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL WE, OR JHA, THE ODFI, THE BANK OF FIRST DEPOSIT, BANK, OR ANY OF OUR OR THEIR RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS, BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL THEORY FOR LOST PROFITS, LOST REVENUES, LOST BUSINESS OPPORTUNITIES, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER ANY PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

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

NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, OUR AND JHA, THE ODFI, THE BANK OF FIRST DEPOSIT, AND BANK’S CUMULATIVE LIABILITY FOR ALL LOSSES, CLAIMS, SUITS, CONTROVERSIES, BREACHES OR DAMAGES FOR ANY CAUSE WHATSOEVER ARISING OUT OF OR RELATED TO THE PAYMENTS SERVICES AND REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY AND WHETHER OR NOT ARISING IN CONTRACT OR TORT SHALL NOT EXCEED THE FEES PAID BY YOU TO US FOR PAYMENTS SERVICES DELIVERED UNDER THIS AGREEMENT FOR THE THREE (3) MONTHS PRIOR TO THE TIME THE LIABILITY AROSE, SUCH AMOUNT NOT TO EXCEED FIFTY THOUSAND DOLLARS ($50,000).

9. Indemnification. In addition to your indemnification obligations in the Terms of Service, you will indemnify, defend and hold the AppFolio Parties, JHA, the ODFI, the Bank of First Deposit, and Bank harmless from and against Costs, incurred by the AppFolio Parties, JHA, the ODFI, the Bank of First Deposit, and/or Bank arising out of (i) your breach of these Payments Terms (including any of your representations, warranties, covenants or obligations under these Payments Terms), the NACHA Rules, Check 21 Rules, the Card Brand Rules, or applicable laws and regulations; (ii) in connection with the ACH Services, return of an Entry due to incorrect or incomplete data or information provided by you in the submission of the Entry to us, a closed Customer account, or insufficient funds in the Customer account, (iii) in connection with the Check Scanning Services, Check21 debit transactions processed by JHA, (iv) fraudulent activity, wrongful or unauthorized use of the Payments Services, or submission of fraudulent or illegal entries by you or a third party who has gained access to the Payments Services through the use of your Services account, (v) your use of the Payments Services pursuant to these Payments Terms or any of your acts, omissions, cardholder disputes and other cardholder customer-service related issues caused by you, (vi) your business or your clients, and (vii) any sales transactions submitted by you under these Payments Terms.

10. Security Procedures; Confidentiality. You agree to comply with the procedures established by us for security as are communicated to you either orally or in writing, including the confidentiality provisions of the Terms of Service, and will contact us immediately if you have reason to believe that confidentiality has been or is likely to be breached.

11. Use of Service; Non-Compliance.Notwithstanding any contrary provision in these Payments Terms, the Payments Services are to be utilized solely by property management companies located and operating in the United States to facilitate payments for property management purposes. Consumer transactions, including payroll processing, are expressly prohibited. Non-compliance with these Payments Terms could result in you being assessed noncompliance fines and/or cessation of the Payments Services in whole or in part. We reserve the right to refuse to process any single transaction that we deem, in our sole discretion, to violate these Payments Terms.

V. APPFOLIO WEBSITE TERMS

Last Updated: March 27, 2020

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

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

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

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

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

5. Your Website Content.

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

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

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

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

6. Fees

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

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

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

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