II. AppFolio Investment Manager Value+ Terms
Last Updated: November 18, 2022 If you subscribe to IM or Premier, you have the ability to subscribe to or use Value+ Services. Your use of all Value+ Services are governed by the Terms of Service. In addition, use of certain 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 set forth 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. If you do not subscribe to a Value+ Service, the Value+ Terms for that Service do not apply and shall not be enforced.
1\.1 AppFolio Alpha. AppFolio Alpha is an asset management data visualization tool that allows you to view key property management data across your real estate portfolio. In order to access AppFolio Alpha, you must subscribe to a Premier account. The term and fees applicable to AppFolio Alpha will be set forth on your Premier order form. 1\.2. Reports. In connection with your use of AppFolio Alpha, you may upload certain property related reports (“Reports”) from third-party property management companies and/or software providers (“Third Party Provider(s)”). You agree to not upload any confidential or proprietary information of Third Party Provider into your AppFolio Investment Manager account. You acknowledge and agree that AppFolio IM has no relationship with any Third Party Provider. AppFolio IM has no control over Reports created by any Third Party Provider and accepts no responsibility for the accuracy or completeness of the Reports.
2\.1 Investor Verify. Investor Verify helps you onboard prospects by verifying accredited investor status (the “Investor Verify Service”). You may elect to enable the Investor Verify Service by completing the online sign-up flow. Enablement and disablement of the Investor Verify Service is completed in-app on a per new offering basis. 2\.2 Verification. AppFolio IM partners with Parallel Markets to provide the Investor Verify Service. Parallel Markets is a third-party that utilizes a registered broker-dealer and member of FINRA/SIPC to review supporting documents and perform each accreditation verification. You acknowledge and agree that (a) the accreditation verification is performed solely by Parallel Markets or its subsidiaries, (b) AppFolio IM has no control of or responsibility for the accuracy of the accredited investor verification letter issued by Parallel Markets or its subsidiaries (the “Verification Letter”), and (c) AppFolio IM accepts no liability with respect to the Verification Letter or your reliance thereon. 2\.3 Verification Applications Submitted by Prospects. Once you enable the Investor Verify Service for a specific new offering, your prospects assigned to that new offering will be able to submit a verification application, including supporting documentation, to Parallel Markets. You will be charged, in the amount set forth in the online sign-up flow and according to the billing frequency stated therein, for each verification application submitted by your prospects, regardless of whether a prospect’s verification application is ultimately approved as a verified accredited investor or rejected. 3. 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. 4. 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 prospects’ or investors’ use of any of the Value+ Services the subject of these Value+ Terms.
III. AppFolio Investment Manager Website Terms
IV. AppFolio Investment Manager Payment Terms
Last Updated: October 31, 2023 If you subscribe to IM or Premier, then you may elect to apply for our payments services, including without limitation, the ACH Services and CheckSend Services, as more fully described below (collectively, the “Payments Services”). If you apply for the Payments Services, you are responsible for completing and submitting an initial written application and supporting documentation about your business and financial status. We will rely upon the validity, accuracy and completeness of the information in your application and supporting documentation in determining, in our sole discretion, (i) if you meet our then-current underwriting criteria; and (ii) the credit and account processing standards and limits that will apply to your use of the Payments Services. If your application is approved or you otherwise gain access to any of the Payment Services, your use of the Payments Services is governed by the Terms of Service, the terms and conditions set forth below (the “Payments Terms”), and the policies and guidelines we make available to you from time to time. Capitalized terms used but not otherwise defined below shall have the meaning given in the Terms of Service. The Payments Terms and Terms of Service are intended to be read and work together; however, in the event of any irreconcilable conflict between the Payments Terms and the Terms of Service, the Payments Terms shall prevail. Subsequent to your initial acceptance and provision of the Payments Services, we may from time to time request you to provide updated information and supporting documentation to confirm your then-current business and financial status, which you shall deliver to us within three (3) business days of our request. Any failure to provide such information and supporting documentation within a timely manner or failure to satisfy our then-current underwriting criteria (as determined in our sole discretion) will be deemed a material breach of the Payments Terms and result in the termination of your right to use the Payments Services. 1. ACH Services 1\.1 ACH Services 1\.1.1 Online Contributions If you subscribe to the Payments Services, you may elect to apply for inbound ACH payment services in order to receive online capital contributions from your investors (“Contribution ACH Services”). If we approve your application, we will make the Contribution ACH Services available to you. 1\.1.2 Online Distributions If you subscribe to the Payment Services, you may elect to apply for outbound ACH payment services in order to initiate online distributions to your investors (“Distribution ACH Services”, and, together with Contribution ACH Services, the “ACH Services”). If we approve your application, we will make the Distribution ACH Services available to you. Use of our Distribution ACH Services are subject to the terms of this Section 1 of the Payment Terms and that certain JHA Money Center, Inc. Investor Distribution ACH Processing Services Agreement (the “Distribution ACH Agreement”), which you executed during the online payments sign-up flow. If you require a copy of your Distribution ACH Agreement, please contact us using the in-app messaging tool. For more information see: https://help.appfolio.com/s/article/Submit-a-Support-Request. 1\.2 Definitions As used in this Section 1 of the Payments Terms: “ACH Transaction” means an electronic payment transaction originated by you or your Customer and processed through the ACH Network in the Federal Reserve System. “Authorized Account” means the bank account or accounts as designated by you in your written application for ACH Services and/or additional bank accounts subsequently designated by you and communicated to us in writing. “Customer” means, for purposes of this Section 1, your investor who submits or receives a payment to or from you, as applicable, 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 either through its (i) ProfitStars Division, our third-party payment processor for Contribution ACH Services; or (ii) JHA Money Center, Inc. Division, our third-party payment processor for Distribution ACH Services, as applicable. “NACHA” means the National Automated Clearing House Association. “NACHA Rules” means the then-current rules, regulations and procedural guidelines published by NACHA and/or all regional payment alliances associated with NACHA. “Originating Depository Financial Institution” or “ODFI” means the financial institution that receives the Entry from JHA and transmits the Entry to its ACH operator for transmittal to a Receiving Depository Financial Institution for debit or credit to your or your Customer’s account, as these terms are further defined in the NACHA Rules. “Receiving Depository Financial Institution or RDFI” means a financial institution qualified to receive ACH Entries. “Reject/Return” means the return of an original Entry that either could not be posted or was not able to be identified by the RDFI. “Settlement Account” means a commercial demand deposit bank account which you have established for JHA’s access and use to settle financial payment transactions processed by JHA under the Payments Terms. 1\.3 Transmittal of Entries; Timing You hereby authorize us to initiate ACH credits and debits and adjustments to the Authorized Account(s). This authorization will remain in effect after termination of the Payments Terms until all of your obligations to us and/or JHA have been paid in full. Confirmation from us of a credit or debit ACH transaction does not constitute a warranty that you will be paid for the transaction. ACH files received by the processing deadline (imposed by the ODFI and the ACH operator) will be transmitted that day to the Federal Reserve Bank for settlement on the effective Entry day. Files received after the deadline will be transmitted to the Federal Reserve Bank on the next Banking Day as defined in the NACHA Rules. Notwithstanding the foregoing, delivery of funds may take up to five (5) business days to allow Reject/Return codes from the RDFI and the occurrence of Reject or Return codes due to your (or your Customer’s) use of the ACH Services may result in delayed processing timelines as determined by AppFolio IM in its sole discretion. 1\.4 Exposure Limits We reserve the right to cease providing you the ACH Services if we (in our sole discretion) determine that your use of the ACH Services results in an unacceptable volume of Rejects or Returns. Additionally, we reserve the right to determine adjustment of fees or potential reserves or terminate your right to use the ACH Services if we (in our sole discretion) determine that other factors may affect the risk of fraud or your instability. 1\.5 Recoupment and Set-Off You shall immediately reimburse us and JHA, via a wire transfer, for any returns or shortfalls that occur in your Settlement Account. JHA reserves the right to delay the availability of funds for deposit without prior written notice to you if, in its sole discretion, JHA deems itself at financial or relative risk for any and all ACH Services performed under the Payments Terms. You hereby acknowledge and agree that JHA shall have a right of setoff against: (i) any amounts JHA would otherwise be obligated to deposit into your account and (ii) any other amounts JHA may owe you under the Payments Terms. 1\.6 Representations and Warranties 1\.6.1 We represent and warrant to you that the ACH Services will be performed consistent with ACH transaction processing industry standards and in accordance with the NACHA Rules and all applicable laws, rules, and regulations (“Applicable Laws”). In the event that you discover an error in the ACH Services that has been caused by us or JHA, and you notify us of the existence and details of the error within 30 days of the posting of the transaction, we shall use commercially reasonable efforts to correct the error within a reasonable time. EXCEPT FOR THE FOREGOING WARRANTY, WE MAKE NO OTHER WARRANTIES FOR THE ACH SERVICES AND DISCLAIM ANY AND ALL PROMISES, REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE ACH SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. We do not guarantee the completeness or accuracy of the information provided from a third-party database. We shall have no liability to you for any invalid Customer information provided by you or Entries returned unpaid. 1\.6.2 You represent and warrant to us that: \(a) all Entries submitted to us for processing will comply with Applicable Laws and the NACHA Rules; \(b) in connection with all activities covered by the Payments Terms, you will comply with (i) all NACHA Rules and (ii) all Applicable Laws, including, but not limited to, the Federal Fair Credit Reporting Act, Regulation E, Regulation CC, Articles 4 and 4A of the Uniform Commercial Code, the Electronic Fund Transfer Act and the sanctions programs administered by the Office of Foreign Assets Control (OFAC); \(c) all information you provide in your initial application and supporting documentation, and in all subsequent updates thereto, will be valid, complete, accurate and up-to-date when given; \(d) the individual(s) who sign and submit the application for the ACH Services, and all future updates to the application and supporting documentation, will have the legal authority to make and bind you to the agreements, warranties and commitments stated in the Payments Terms and the application submitted on your behalf; \(e) you have verified or will verify the accuracy of transactions processed or payments collected via the ACH Services; \(f) you have secured all necessary permissions, consents, licenses, waivers and releases for the processing of the ACH Services and each part thereof; and \(g) you will not generate transactions that violate any Applicable Law. 1\.7 Excluded Services It is our policy not to provide the ACH Services to any person or organization whose use of the ACH Services involves or pertains to any activity which is illegal under Applicable Law or involves an activity or business with which we decline to accept and conduct business generally (“Excluded Activity or Activities”). As such, you warrant that you will not use the ACH Services to conduct any of the Excluded Activities, which include but are not limited to the following: (a) check cashers, cash advance or money services businesses (MSBs), (b) credit repair services, debt consolidation and forgiveness programs, (c) government grant or will-writing kits, (d) internet gambling or accepting payments in connection with internet gambling, (e) internet pharmaceutical sales, (f) internet tobacco or firearms sales, (g) magazine subscriptions, (h) organizations residing outside of North America or U.S. Territories, (i) outbound telemarketing, (j) payday or subprime loan business, (k) pornography or other sexually-oriented business, (l) prepaid vacation/timeshare solicitation services, (m) psychic or horoscope consultation services, (n) sweepstakes, (o) bank drafts, remotely created checks or electronically created payment orders, (p) international ACH transactions (IAT), (q) predatory consumer lending business, (r) shell banks, (s) used car dealership exporting cars, (t) foreign businesses importing cars, (u) title loan business, (v) embassy, foreign consulate, foreign mission accounts, (w) cannabis products (i.e., marijuana, hemp and CBD), (x) crowdfunding, (y) consumer debt collection agencies, (z) cryptocurrency businesses, (aa) hate groups, and (bb) any other activity which we deem, in our sole discretion, to adversely reflect on our reputation. You acknowledge that we reserve the right to reject any proposed Authorized Account or to refuse to process a transaction in connection with the use of the ACH Services in conjunction with any Excluded Activity, as determined in our sole discretion. 2. CheckSend Services 2\.1 CheckSend Services If you subscribe to IM or Premier, you may elect to electronically submit check and invoice data to Jack Henry & Associates, Inc., acting through its ProfitStars Division (“JHA”), for check printing and mailing in connection with the payment of distributions to your investors (the “CheckSend 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 IM and JHA shall have no responsibility with respect to returned items, and neither AppFolio IM nor JHA warrant or in any way guarantee payment to the proposed recipient of the funds. Notwithstanding anything to the contrary herein, we may terminate or suspend your access to the CheckSend Services at any time, in our sole discretion. 2\.2 CheckSend Representations and Warranties We represent and warrant to you that the CheckSend Services will be performed in a commercially reasonable manner. In the event that you discover an error in the CheckSend Services that has been caused by us or JHA, and you notify us of the existence and details of the error within 30 days of the posting of the transaction, we shall use commercially reasonable efforts to correct the error within a reasonable time. EXCEPT FOR THE FOREGOING WARRANTY, NEITHER WE NOR JHA MAKES ANY OTHER WARRANTIES FOR THE CHECKSEND SERVICES AND WE HEREBY EXPRESSLY DISCLAIM ANY AND ALL PROMISES, REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE CHECKSEND 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 CheckSend Services, (b) you have secured all the necessary permissions, consents, licenses, waivers and releases for the processing of the CheckSend Services and each part thereof, and (c) you will not generate transactions that violate Applicable Law or applicable rules. 3. Payments Services Fees 3\.1 Non-Refundable Fees You will pay certain non-refundable fees for the Payment Services (“Payment Fees”) as set forth on your application, online sign-up flow, or displayed at the time of transaction. You are responsible for the Payment Fees regardless of whether the payment ultimately processes successfully unless a processing failure is due to AppFolio IM’s gross negligence or willful misconduct. 4. Term and Termination 4\.1 Term The term of the Payments Terms shall be conterminous with your subscription to the Payments Services. 4\.2 Early Termination Notwithstanding anything to the contrary herein, we may terminate or suspend the Payments Terms and your access to the Payments Services, in whole or in part, prior to the expiration of the term in the event of any of the following: 4\.2.1. You breach the Payments Terms and, if such breach is capable of cure, fail to cure within five (5) days of notification of breach. 4\.2.2. You become insolvent, enter into reorganization or bankruptcy, make a general assignment for the benefit of creditors, admit in writing your inability to pay debts as they mature, or suffer or permit the appointment of a receiver, any of which in our judgment impairs your ability to perform your responsibilities under the Payments Terms. 4\.2.3. There is a deterioration or other materially negative change in your business or financial status or structure that increases the financial risk to us or our service providers in providing you the Payments Services. 4\.2.4. There is a change in Applicable Laws, NACHA Rules (as defined in Section 1.2), or our third-party agreements that restricts or prohibits us from providing the Payments Services or increases our cost in providing the Payments Services. 4\.2.5 You utilize the Payments Services in conjunction with an Excluded Activity or in violation of Applicable Law. 4\.2.6. For any other reason expressly identified in the Payments Terms or our policies and procedures made available to you. In the event we terminate the Payments Terms prior to the expiration of its term, we will provide you with notice of such termination, and termination will become effective on your receipt of notice. 5. Limitations of Liability NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL WE, JHA, THE ODFI, OR ANY OF OUR OR THEIR RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS, BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL THEORY FOR LOST PROFITS, LOST REVENUES, LOST BUSINESS OPPORTUNITIES, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER ANY PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY, IN WHICH CASE LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, OUR, JHA’S, AND THE ODFI’S CUMULATIVE LIABILITY FOR ALL LOSSES, CLAIMS, SUITS, CONTROVERSIES, BREACHES OR DAMAGES FOR ANY CAUSE WHATSOEVER ARISING OUT OF OR RELATED TO THE PAYMENTS SERVICES AND REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY AND WHETHER OR NOT ARISING IN CONTRACT OR TORT SHALL NOT EXCEED THE FEES PAID BY YOU TO US FOR PAYMENTS SERVICES DELIVERED UNDER THE PAYMENTS TERMS FOR THE THREE (3) MONTHS PRIOR TO THE TIME THE LIABILITY AROSE, SUCH AMOUNT NOT TO EXCEED FIFTY THOUSAND DOLLARS ($50,000). 6. Indemnification In addition to your indemnification obligations in the Terms of Service, you will indemnify, defend and hold harmless the AppFolio Parties, JHA, and the ODFI from and against Costs, incurred by the AppFolio Parties, JHA, and/or the ODFI, arising out of (i) your breach of the Payments Terms (including any of your representations, warranties, covenants or obligations under the Payments Terms), the NACHA Rules, or Applicable Laws; (ii) in connection with the ACH Services, return of an Entry due to incorrect or incomplete data or information provided by you in the submission of the Entry to us, a closed Customer account, or insufficient funds in the Customer account, (iii) fraudulent activity, wrongful or unauthorized use of the Payments Services, or submission of fraudulent or illegal entries by you or a third party who has gained access to the Payments Services through the use of your Services account, (iv) your use of the Payments Services pursuant to the Payments Terms or any of your acts and/or omissions, (v) your business or your clients, and (vi) any sales transactions submitted by you under the Payments Terms. 7. 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. You acknowledge and agree that AppFolio IM may share personal information of you or your investors with ComplyAdvantage, a third-party service provider, for certain fraud and crime prevention purposes. By utilizing the Payment Services, you hereby agree to the ComplyAdvantage Privacy Notice. 8. Use of Service; Non-Compliance Notwithstanding any contrary provision in the Payments Terms, the Payments Services are to be utilized solely by investment management companies located and operating in the United States to facilitate payments for investment management purposes. Consumer transactions, including payroll processing, are expressly prohibited. Non-compliance with the Payments Terms could result in you being assessed noncompliance fines and/or cessation of your access to the Payments Services in whole or in part. We reserve the right to refuse to process any transaction or transactions that we deem, in our sole discretion, to violate the Payments Terms.