AIP Services Addendum

AIP SERVICES ADDENDUM

Last Modified Date: April 24, 2026

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Access to and use of the AIP Services (as defined below) by Client and Client Users shall be subject to the following additional terms, all of which are incorporated by reference into, and form part of, the EliseAI Subscription Agreement or other agreement governing Client’s receipt of Services from EliseAI (the “Agreement”) between Elise A.I. Technologies Corp. (“EliseAI”, “MeetElise”, “We”, “Us” or “Our”) and the Client identified on the Statement of Work (“SOW”) or Order Form to which this AIP Services Addendum (this “AIP Addendum”) is attached and/or incorporated by reference (“Client”, “You”, or “Your”). In each case, EliseAI and Client may each be referred to as a “Party” or collectively as the “Parties”. Capitalized terms used but not defined in this AIP Addendum have the meanings ascribed to them in the Agreement.

Section I (General Terms) of this AIP Addendum includes general terms applicable to Client’s use of AIP Services. This AIP Addendum also includes the Module-specific terms set forth in Section II (Module-Specific Terms), which also apply to Client’s use of the AIP Services. In the event of any conflict between this AIP Addendum, any Module-specific terms, and the Agreement, the following order of precedence shall govern: (1) the Module-specific terms (solely with respect to that Module), (2) this AIP Addendum, and (3) the Agreement, unless expressly stated otherwise. The terms within this AIP Addendum are Confidential Information and intended solely for the use of the Parties.

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I. GENERAL TERMS

Definitions. For clarity, the definitions set forth in these General Terms apply to the Module-Specific Terms wherever used, unless expressly stated otherwise.
1. “Affiliate” means, with respect to a Party, any person, firm, corporation, association, organization, or unincorporated trade or business that, now or hereafter, directly or indirectly, controls, is controlled by, or is under common control with such Party, including without limitation, any service corporation of such Party.
2. “AIP Services” means the software platform provided by EliseAI to facilitate a number of property management functions, including but not limited to, resident management, a general ledger object, resident portal access, resident payments, lead-to-lease management, and vendor management. The AIP Services may be comprised of several Modules.
3. “Applicable Law” means all applicable laws, statutes, ordinances, regulations, rules, codes, orders, and other binding requirements of any governmental authority with jurisdiction over a Party, its business, or the subject matter of the Agreement, including without limitation those relating to: (a) the leasing, management, or operation of residential or commercial properties; (b) fair housing, tenant screening, accessibility, and anti-discrimination; (c) rent control, rent stabilization, and affordable housing programs; (d) privacy, data protection, and information security; (e) accounting, payments, banking, and the handling of consumer funds or security deposits; (f) consumer protection, marketing, and communications; and (g) employment, tax, and recordkeeping obligations.
4. “Client User(s)” shall mean any individual that accesses the AIP Services on behalf of Client.
5. “Default Embedded Features” has the meaning ascribed to it in Section 9 of these General Terms.
6. “Dispute” has the meaning ascribed to it in Section 14 of these General Terms.
7. “DPA” has the meaning ascribed to it in Section 16 of these General Terms.
8. “Module” means a distinct component, feature, or functionality of the AIP Services that provides specific capabilities or services, which may be made available to Client separately or in combination with other Modules, and which may be subject to additional or different terms, fees, or usage limitations as set forth herein or in the applicable Order Form or SOW. The Modules include, but are not limited to: (i) Resident Management and Accounts Receivable (Section II.A), (ii) Property Accounting (Section II.B), (iii) Accounts Payable (Section II.C), and (iv) Revenue Management and Pricing (Section II.D).
9. “Process” and “Processing” have the meanings ascribed to them in Section 16 of these General Terms.
10. “Provider Outputs” has the meaning ascribed to it in Section 8 of these General Terms.
11. “Subprocessor” has the meaning ascribed to it in Section 16 of these General Terms.
12. “Third-Party Provider” means all third parties that provide services, components, or other resources that interoperate with the AIP Services.
13. “Third-Party Services” has the meaning ascribed to it in Section 7 of these General Terms.
14. “User(s)” means Your employees, Affiliates, consultants or contractors, together with any prospective residents, current residents, or former residents of communities that You own or manage.
15. “Utility Providers” has the meaning ascribed to it in Section 18 of these General Terms.
Scope of Use. The AIP Services generally facilitate Client’s ability to manage several property operations through a unified software platform. Client and its Users may access and use the AIP Services and any applicable Modules solely for its internal business purposes and in accordance with the Agreement and this AIP Addendum. Client shall ensure its Users comply with all terms and restrictions applicable to the AIP Services and the Modules that they access. To the extent EliseAI implements any passwords, log-ins, or other security measures for the AIP Services, Client and its Users must cooperate with and adhere to such measures.
Compliance with Law. Client and its Users shall comply with all Applicable Law in connection with its use of the AIP Services. Client will not use the Services to engage in any activity, directly or indirectly, that is illegal or fraudulent. Client acknowledges and agrees that the AIP Services are not intended to, and do not, constitute legal, regulatory, or compliance advice or services. Company does not represent or warrant that the AIP Services or its outputs will satisfy or ensure Client’s compliance with any legal or regulatory requirements. Client is solely responsible for obtaining its own legal, compliance, or other professional advice as necessary to ensure its use of the AIP Services is lawful and compliant.
Client-Provided Materials. Client represents and warrants that all data, content, materials, and information uploaded to, submitted through, or otherwise made available in connection with the AIP Services by Client Users (collectively, “Client Content”) will comply with all Applicable Law and regulations and will not (a) be unlawful, fraudulent, deceptive, defamatory, obscene, or otherwise illegal, (b) infringe, misappropriate, or otherwise violate any intellectual property right, privacy right, publicity right, or other proprietary or personal right of any third party, or (c) contain any viruses, malware, or other harmful or malicious code. Client is solely responsible for the accuracy, quality, and legality of all Client Content and for obtaining any rights, consents, or permissions necessary for EliseAI’s use of Client Content as contemplated by this AIP Addendum.
No Warranties; Accuracy of Information.
1. ELISEAI MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE AIP SERVICES (INCLUDING ALL MODULES) OR ANY INFORMATION, CONTENT, OR FEATURES MADE AVAILABLE THROUGH THEM. THE AIP SERVICES AND ALL SUCH INFORMATION, CONTENT, AND FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, ELISEAI DOES NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, TIMELINESS, COMPLIANCE WITH OR RELIABILITY OF ANY INFORMATION OR CONTENT PROVIDED THROUGH THE AIP SERVICES OR ITS MODULES, INCLUDING, WITHOUT LIMITATION, LEDGER AND ACCOUNTING DATA, PROPERTY AND UNIT INFORMATION, INSURANCE VERIFICATION STATUSES, PACKAGE DELIVERY OR PICKUP NOTIFICATIONS, LEASE RENEWAL OFFERS, LEASE DOCUMENTS AND RELATED ADDENDA, OR ANY OTHER DATA OR MATERIALS. SUCH INFORMATION MAY BE PROVIDED BY THIRD PARTIES (INCLUDING, WITHOUT LIMITATION, YOUR USERS) AND IS NOT INDEPENDENTLY VERIFIED BY ELISEAI. CLIENT ACKNOWLEDGES THAT ITS USE OF THE AIP SERVICES DOES NOT GUARANTEE COMPLIANCE WITH ANY APPLICABLE LAW, PROGRAM, OR REGULATORY REQUIREMENT.
2. Upon written notification by Client of problems with the AIP Services or data contained therein, EliseAI will use commercially reasonable efforts to correct any data integrity or errors caused by the AIP Services of which it has been notified.
Limitation of Liability. IN NO EVENT SHALL ELISEAI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS OR REVENUES, ARISING OUT OF OR RELATING TO THE AIP SERVICES (INCLUDING ALL MODULES), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CLIENT HEREBY AGREES THAT ELISEAI’S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS, LIABILITIES, LOSSES, OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE AIP SERVICES (INCLUDING ALL MODULES), INCLUDING ANY CLAIMS RELATING TO THE CONTENT, LEGALITY, ENFORCEABILITY, OR PRESENTATION OF ANY OUTPUT, COMMUNICATION, OR MATERIAL GENERATED, PROVIDED, OR MADE AVAILABLE THROUGH THE AIP SERVICES, SHALL NOT EXCEED THE FEES FOR THE AIP SERVICES PAID BY CLIENT TO ELISEAI UNDER THE AGREEMENT DURING THE IMMEDIATELY PRECEDING TWELVE (12) MONTH PERIOD (TO BE EXTRAPOLATED TO A TWELVE (12) MONTH PERIOD FOR LIABILITIES, IF ANY, THAT ARISE PRIOR TO TWELVE (12) MONTHS FROM THE EFFECTIVE DATE). For clarity, the limitation of liability set forth in this paragraph is in lieu of any aggregate limitation of liability applicable to EliseAI under the Agreement.
Third-Party Services. The AIP Services may contain links to, integrate with, or interoperate with, websites, services, or other resources provided by Third-Party Providers (collectively, “Third-Party Services”). EliseAI does not control and is not responsible for the availability, security, accuracy, legality, or any other aspect of any Third-Party Services. EliseAI disclaims all liability arising from or related to any Third-Party Provider or Third-Party Services, including any damages or losses resulting from Clients’ or Users’ access to or use thereof. Use of any Third-Party Services may be subject to separate terms of service, privacy policies, or other agreements, and Client and Users are solely responsible for complying with all such applicable terms and policies.
Third-Party Data and Output Restrictions. Certain Third-Party Providers engaged by EliseAI may generate or derive data, analytics, or other outputs from or in connection with Client Data in the course of providing their services (“Provider Outputs”). Client acknowledges and agrees that, notwithstanding anything to the contrary in the Agreement, Provider Outputs may be subject to ownership claims, license restrictions, or other use limitations imposed by the applicable Third-Party Provider under its agreement with EliseAI. Accordingly, EliseAI's and Client's ability to use, access, or share Provider Outputs may be limited to the extent required by the applicable vendor terms, and EliseAI may not be able to disclose or transfer certain Provider Outputs to Client or third parties where doing so is prohibited under such terms.
Default-Enabled Features; Opt-Outs. Certain AIP Services and Modules may include embedded integrations, features, or functionalities that are enabled by default as part of EliseAI’s standard service configuration for Client and Users. Default-enabled features may include integrations with Third-Party Providers or other embedded capabilities incorporated to support the functionality or user experience of the applicable service (collectively, the “Default Embedded Features”). Client hereby acknowledges and consents to the inclusion of and use of the Default Embedded Features in the AIP Services. Client and/or Users may opt out of, or adjust the configuration of, certain such Default Embedded Features by: (a) submitting a written opt-out or configuration request to EliseAI at the contact information designated for Client’s support inquiries; or (b) using applicable toggle controls or configuration settings within the AIP Services platform, where and to the extent such controls are made available to Client. EliseAI will use commercially reasonable efforts to honor timely opt-out requests consistent with the technical, contractual, and operational constraints of the applicable service. Notwithstanding the foregoing, certain Default Embedded Features may be integral to the core operation of the applicable AIP Services and may not be capable of being disabled or adjusted.
Resident Communications. Client represents and warrants that (i) Client has obtained all email addresses, phone numbers, and other contact information Client provides to EliseAI directly from each resident in connection with such resident’s lease (or application, as applicable), and (ii) Client has obtained, and will maintain and retain, all required consents under Applicable Law (including, without limitation, the TCPA) for EliseAI to communicate with each resident via email, text message, and voice calls (including using automated, artificial, and/or AI-generated voice or messaging technology) in connection with the AIP Services. Client agrees to provide residents with any notices, disclosures, or requests for consent reasonably requested by EliseAI to support EliseAI’s delivery of the AIP Services.
Reliance and Responsibility. Any reliance on or use of any information, data, content, or features made available through the AIP Services and its Modules is at Client’s own risk. Client is responsible for independently verifying such information and for any acts or omissions in reliance on such information. To the extent the AIP Services enable approval workflows or related configurations, Client is solely responsible for ensuring that such workflows and any approvals conducted through the AIP Services comply with Client’s internal policies and applicable law. EliseAI disclaims all liability arising from or related to Client’s configuration or use of approval workflows or any approvals or decisions made through the AIP Services.
Aggregate and Anonymized Data. Notwithstanding anything to the contrary in the Agreement, Client agrees that EliseAI may collect, use, and process Client Data made available by or on behalf of Client through the Services in an aggregated and/or de-identified form, for purposes of providing, maintaining, improving, and developing the Services; EliseAI may also use such aggregated and/or de-identified data for analytics, benchmarking, marketing, research, and other legitimate internal business purposes, in each case in compliance with Applicable Law and without identifying Client or any individual.
Log-In Credentials. Only Client Users may log-in to access the AIP Services, and You may only authorize Your employees, Affiliates, consultants and contractors as Client Users. To gain log-in access to the AIP Services, a Client User will be required to create an account, which may include a username, a password, and certain additional information, including a valid email address, that will assist in authenticating the Client User’s identity when he or she logs into the AIP Services in the future (collectively, “Log-in Credentials”). When creating an account, a Client User must provide true, accurate, current, and complete information. You are solely responsible for the confidentiality and use or misuse of any Log-in Credentials. You shall promptly inform Us of any need to deactivate a username, password, or other Log-in Credential. We reserve the right to delete or change any Log-in Credentials at any time and for any reason. We will not be liable for any unauthorized use of a Client User’s account. You may only authorize Your employees, Affiliates, consultants, and contractors as Client Users.
Arbitration; Class Action Waiver. Any dispute, claim, or controversy arising out of or relating to the AIP Services or this AIP Addendum (a “Dispute”) will be resolved by binding arbitration, administered by JAMS under its rules then in effect, before one arbitrator, in New York, NY (or by video conference). EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL. ALL DISPUTES MUST BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A CLASS, COLLECTIVE, CONSOLIDATED, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION. The arbitrator may award relief only on an individual basis and may not consolidate claims or preside over any class-type proceeding. Notwithstanding the foregoing, either Party may seek temporary or injunctive relief in court to prevent unauthorized access, misuse, or breach of confidentiality or intellectual property rights.
Updates to Terms. EliseAI may update this AIP Addendum upon written notice to Client (including email or in-product notice). Unless otherwise stated, updates shall become effective thirty (30) days after notice is provided. Client’s continued use of the AIP Services after the effective date constitutes acceptance of this AIP Addendum as updated or modified. If Client objects, Client must notify EliseAI in writing before the effective date, and EliseAI may, in its sole discretion, either (i) terminate the affected AIP Services/Module(s) or (ii) elect not to apply the updated terms to Client; provided that, in the event of termination, Client shall remain responsible for Fees incurred through the date of termination. For the avoidance of doubt, if EliseAI terminates any affected AIP Services or Module(s) pursuant to this paragraph, EliseAI will have no liability to Client arising from or related to such termination.
Subprocessors. Notwithstanding anything to the contrary in any data processing agreement or addendum or other agreement between the Parties addressing or relating to EliseAI’s use of contractors, subcontractors, processors, subprocessors, and/or similar or comparable entities (collectively, “Subprocessors”) to process, collect, use, disclose, or otherwise perform any operation or set of operations on (collectively, “Process” or “Processing”) Client Data (or a designated subset thereof) on EliseAI’s behalf and/or EliseAI’s ability to disclose such data to such Subprocessors and/or such Subprocessors’ rights to Process, such data (each such agreement or addendum, a “DPA”), Client expressly (i) acknowledges receipt of notice from EliseAI that EliseAI uses, and consents to use by EliseAI of, Third-Party Providers as Subprocessors with respect to any Client Data (or designated subset thereof), (ii) acknowledges that such notice and consent satisfy all notice and consent obligations with respect to Subprocessors in any such DPA, and (iii) consents to the disclosure to, and Processing by, such Third-Party Providers of Client Data as necessary to provide the AIP Services.
International Data Processing. Notwithstanding anything to the contrary in any data processing agreement or addendum or other agreement between the Parties addressing or relating to EliseAI’s or its subprocessors’ or subcontractors’ geographical storage and processing of Client Data, Client acknowledges and agrees that, solely to the extent necessary to provide the AIP Services, Client Data may be processed, stored, or transferred outside of the United States by EliseAI or its subprocessors or subcontractors. EliseAI will implement or require appropriate safeguards for any such transfers to the extent required by Applicable Law.
Client Data Sharing; Utility Providers. Client acknowledges and agrees that, to the extent Client uses AIP Services features that facilitate interactions with or data submissions to utility service providers (such as electric, gas, water, cable, internet, or similar providers) (“Utility Providers”), Client authorizes EliseAI to share Client Data (including, without limitation, Client’s and its current, prospective, or former residents’ account, property, and contact information) with such Utility Providers to the extent necessary to provide the applicable AIP Services functionality. Client further acknowledges that Utility Providers may have independent contractual relationships with Client (including, without limitation, marketing, referral, or preferred provider arrangements), and that any Client Data shared with such Utility Providers under this Section will be subject to such Utility Providers’ own privacy policies and their separate agreements with Client. Upon transmission of Client Data to a Utility Provider, such data shall be deemed to be under the control of the applicable Utility Provider, and EliseAI shall have no responsibility or obligation with respect to such data thereafter. Client represents and warrants that it has obtained, or will obtain prior to any data sharing, all consents required under Applicable Law from its current, prospective, or former residents and other affected individuals for the sharing of their data with Utility Providers as contemplated herein. EliseAI shall not be responsible or liable for the acts or omissions of any Utility Provider’s use, disclosure, storage, security, or other processing of Client Data after it has been shared, nor any damages, claims, or losses arising therefrom.

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II. MODULE-SPECIFIC TERMS

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II.A. RESIDENT MANAGEMENT AND ACCOUNTS RECEIVABLE

II.A.1. Lease Management Terms

Definitions.
1. “Addenda” means any supplemental written documents that modify, clarify, or expand the terms of a Lease Document.
2. “Lease Content” means, in connection with the Lease Management Services, any terms, conditions, disclosures, policies, information, and other materials contained in a Lease Document or any associated Addenda.
3. “Lease Document” means a written residential rental agreement, including any Addenda, between a landlord and a tenant that sets the terms and conditions for the tenant’s occupancy of a dwelling unit.
4. “Lease Management” means the feature of the Services contained within the AIP Services that supports Client’s ability to create, manage, deliver, and execute residential Lease Documents, Addenda, and related Lease Content for residents at the Client’s Subscription Communities.
5. “Fields” means configured placeholders within a Lease Document template that may be populated with Client Data through the Lease Management Services.
Scope of Use. The Lease Management Services supports Client’s ability to prepare, organize, manage, deliver, and facilitate execution of Lease Documents and Addenda for prospective and current residents at Client’s Subscription Communities. The Lease Management Services may include tools for populating Lease Document templates with certain Client Data, presenting required documents to prospective or current residents, facilitating electronic execution, and maintaining records related to completed Lease Documents and Addenda. The Lease Management Services may also include functionality to facilitate transfers of existing residents to a new Subscription Unit within Your Subscription Communities. All Lease Documents and Addenda for use in connection with the Lease Management Services shall be provided by Client or a third-party vendor, and not by EliseAI.
Client Responsibilities.
1. To the extent that Client provides Lease Documents for use in connection with the Lease Management Services, Client represents and warrants that it has the right to use such documents and that such documents are in compliance with Applicable Law. Further, Client acknowledges and agrees that (i) it is solely responsible for ensuring that all Lease Documents and the execution thereof comply with Applicable Law, including without limitation, federal, state, and local housing, landlord-tenant, consumer protection laws, and all laws regarding the legality of electronically executed legal documents, (ii) it shall not rely on the Lease Management Services as a substitute for professional legal advice or legal review of Lease Documents, (iii) EliseAI does not supply, create, or provide legal review of any Lease Document, and EliseAI neither endorses the Lease Documents nor gives assurances of the enforceability or legality of any Lease Document that is used in connection with the Lease Management Services (including any Lease Documents supplied by a third-party vendor), and (iv) EliseAI’s role in connection with the Lease Management Services is limited to generating Lease Documents using templates provided by Client and populating Fields configured by Client with applicable Client Data.
2. Client’s use of the Lease Management Services and any Lease Documents it chooses to use in connection with such Services in no way constitutes a legal opinion on behalf of EliseAI that the language of the Lease Documents is free from provisions that may be illegal or unenforceable under Applicable Law. Client must exercise its independent judgment in determining whether to use the Lease Documents and must receive independent legal advice regarding such use.
3. Client shall be solely responsible for reviewing all Lease Documents generated using the Lease Management Services prior to delivering or presenting such Lease Documents to any applicant, resident, or other counterparty for signature, acceptance, or reliance. This includes, without limitation, reviewing any merged fields that are populated with certain Client Data in connection with the Services to ensure such fields are appropriately and accurately populated. Client shall not circulate, sign, or rely on any Lease Document generated by the Lease Management Services unless it has independently verified the accuracy, completeness, and legality of such document.
4. Client agrees to use the Lease Management Services solely in connection with its Subscription Units and only as specifically contemplated herein, and not to use the Lease Management Services for any unlawful or unauthorized purpose, including, but not limited to, the generation of leases for third parties not affiliated with or authorized by Client. EliseAI reserves the right to suspend or terminate access to the Lease Management Services in the event of suspected misuse.
Indemnification. In addition to any other indemnification obligations Client may have under the Agreement, Client shall indemnify, defend, and hold harmless EliseAI and its affiliates, and each of its and their respective owners, officers, employees, and agents from and against any Third Party Claims arising out of, as a result of, or relating to: (a) Client’s use or misuse of the Lease Management Services, (b) Client’s breach of its responsibilities in Section 3 of these Lease Management Terms, including, without limitation, Client’s failure to review or correct any Lease Documents, and (c) Client’s breach of Applicable Law in connection with the Lease Management Services. Notwithstanding anything to the contrary, Client’s indemnification obligations in this paragraph shall not be subject to any exclusions or limitations of liability set forth in the Agreement or elsewhere.
Disclaimers. IN ADDITION TO ANY DISCLAIMER SET FORTH IN THE AGREEMENT OR IN THE AIP ADDENDUM, ELISEAI MAKES NO WARRANTY THAT ANY LEASE DOCUMENT GENERATED THROUGH THE SERVICES WILL BE LEGALLY VALID, ENFORCEABLE, OR COMPLIANT WITH APPLICABLE LAW.

II.A.2. Delinquent Account Forwarding and Eviction Management Terms

Definitions.
1. “Collections Agencies” means any third-party collections agency, debt collector, or other similar service provider used by Client in connection with the AIP Services.
2. “Collections Activity” means any activity to collect or attempt to collect any debt on behalf of Client as defined under Applicable Law, including, as applicable, communications, notices, disclosures, consents, opt-outs, dispute handling, negotiation, settlement, payment plan administration, or any other collection-related activity.
3. “Cure Period” means the period during which a resident may cure an alleged delinquency after a Demand Notice is delivered or served, including whether such period is measured in calendar days or business days, as determined by Client based on Applicable Law and Client policy.
4. “Delinquent Account Forwarding and Eviction Management Services” means the features and functionality of the AIP Services that support Client’s internal delinquency, notice, eviction, and related workflows.
5. “Demand Notice” means any rent demand, notice to pay or quit, notice of nonpayment, or similar delinquency notice generated, delivered, served, or tracked by Client in connection with alleged delinquency or nonpayment.
6. “Evicted Resident” means the status input by Client that reflects that Client is proceeding with or has proceeded with an eviction action against one or more residents, as entered by Client (or its Users) into the AIP Services. Such status may include, without limitation, an indicator stating “Eviction Filed”, “Stipulation Reached”, “Court Summons Out for Service”, “Court Summons Served”, “Court Date Set”, “Court Date Set”, “Lockout Date Set”, “Evicted”, "Judgement Made”, or “Bankruptcy”.
Scope of Use.
1. The Delinquent Account Forwarding and Eviction Management Services are intended to support Client’s internal operations relating to addressing overdue rent and related notices and communications, including, without limitation, (i) generating draft Demand Notices using Client-provided templates, (ii) organizing, displaying, and, where configured by Client, transmitting Client-provided information with respect to past-due accounts, and (iii) surfacing internal alerts or tasks based on Cure Period parameters provided by Client. Client retains sole discretion and responsibility for all delinquency, notice, eviction, and collections decisions and actions. For the avoidance of doubt, Demand Notice generation functionality, if enabled, is limited to passively populating and producing draft notices using templates, content, and instructions provided by Client (or a third-party vendor selected by Client). EliseAI does not provide legal advice and does not draft, review, validate, or approve Demand Notices for legal sufficiency, enforceability, or compliance with Applicable Law.
2. The Delinquent Account Forwarding and Eviction Management Services may be used solely in connection with the Subscription Communities set forth in the applicable Order Form, SOW, or similar document.
Client Responsibilities.
1. Templates; Approval. Client is solely responsible for (i) providing and maintaining Demand Notice templates in accordance with Applicable Law, and (ii) reviewing and approving each Demand Notice prior to delivering, serving or otherwise using such documents. Client shall not deliver, serve, circulate, or rely on any Demand Notice generated through the AIP Services unless Client has independently verified the accuracy, completeness, and legality thereof.
2. Delivery Channels; Compliance. Client is solely responsible for determining whether, when, and how any Demand Notice is delivered or served, including the selection of delivery/service channel(s) (i.e., mail, posting, hand delivery, email, or other means) and ensuring that all notice delivery or service and any related communications comply with Applicable Law. EliseAI does not provide service of process and does not independently verify delivery.
3. Tracking; Accuracy. Client is solely responsible for entering, maintaining, and ensuring the accuracy, completeness, and timeliness of all delinquency, notice, and eviction-related tracking information, including without limitation: (i) whether and when a Demand Notice was delivered or served, (ii) the method of delivery or service, (iii) proof of service, (iv) commencement of the Cure Period, (v) Cure Period parameters, and (vi) eviction indicator updates (including designating a resident as an Evicted Resident within the AIP Services to indicate that Client is proceeding with or has proceeded with an eviction action against such resident). Client acknowledges that any calculations, workflows, or alerts within the Delinquent Account Forwarding and Eviction Management Services depend on Client inputs and configuration.
4. Cure Period Configuration. Client will set all Cure Period parameters and represents and warrants that such parameters reflect Applicable Law and Client’s internal policies. Based on Client-provided Cure Period configuration and Client-entered notice tracking inputs, the AIP Services may surface internal tasks or alerts indicating when a Cure Period is scheduled to expire. Client acknowledges that such reminders are informational only and that Client remains solely responsible for all decisions and actions taken in response to such reminders.
Resident Communications. To the extent EliseAI is communicating with residents through the EliseCollect Services, Client acknowledges and agrees that EliseAI will not automatically suspend or modify resident communications for a current or former resident based solely on delinquency or notice activity unless and until Client (i) designates Evicted Resident status in the AIP Services with respect to such resident, or (ii) Client otherwise informs EliseAI of each such Evicted Resident. Client is solely responsible for immediately identifying Evicted Residents in the AIP Services and acknowledges that communications behavior depends on Client inputs and configuration. Client represents and warrants that it shall not communicate through the Services with any resident against which Client is proceeding with or has proceeded with an eviction action, or for any resident Client has otherwise designated or should have properly designated as an Evicted Resident. For the avoidance of doubt, Client’s obligations under this Section 4 are in addition to and not in lieu of any obligations Client has under the Agreement with respect to the EliseCollect Services.
Independent Verification. Client shall independently verify the accuracy and completeness of all Client Data and any delinquency-related information displayed, calculated, transmitted, or otherwise made available through the Delinquent Account Forwarding and Eviction Management Services. Client is solely responsible for compliance with Applicable Law in connection with delinquency, notice, eviction, resident communications, and any Collections Activity.
Delinquent Account Forwarding; Collections Agencies. To the extent Client enables any integration with, or uses any Collections Agencies in connection with the AIP Services, Client acknowledges and agrees that EliseAI’s role is limited solely to facilitating integrations with such Collections Agencies (including transmitting Client Data to such Collection Agencies pursuant to those integrations) as configured or directed by Client. EliseAI does not provide debt collection services, is not a third-party “debt collector” or “collection agency,” and does not engage in any Collections Activity. Client is solely responsible for (a) contracting with any Collections Agencies, (b) any decisions to refer accounts to Collections Agencies, (c) the accuracy and completeness of any amounts, ledger data, and supporting information provided to Collections Agencies, (c) all Collections Activity, and (d) ensuring compliance with all Applicable Law in connection with its use of any services provided by Collections Agencies.
Disclaimers. IN ADDITION TO ANY DISCLAIMER IN THE AGREEMENT OR THIS AIP ADDENDUM, ELISEAI MAKES NO REPRESENTATION OR WARRANTY REGARDING THE (A) LEGAL SUFFICIENCY, ENFORCEABILITY, OR COMPLIANCE OF ANY DEMAND NOTICE OR TEMPLATE, (B) VALIDITY OR EFFECTIVENESS OF ANY DELIVERY OR SERVICE METHOD SELECTED BY CLIENT, (C) ACCURACY OF CURE PERIOD CALCULATIONS OR DEADLINE ALERTS TO THE EXTENT DEPENDENT ON CLIENT INPUTS OR CONFIGURATION, (D) THE OUTCOME OF ANY EVICTION OR COLLECTIONS PROCESS, OR (E) ACTS OR OMISSIONS OF ANY COLLECTIONS AGENCY.
Indemnification. In addition to any other indemnification obligations Client may have under the Agreement, Client shall indemnify, defend, and hold harmless EliseAI and its affiliates, and each of its and their respective owners, officers, employees, and agents from and against any Third Party Claims arising out of, as a result of, or relating to: (a) Client’s Demand Notice templates, content, amounts, disclosures, approvals, or use thereof; (b) Client’s selection of delivery or service channels and the act or timing of delivery or service (including proof of service); (c) Client’s eviction tracking inputs (including Cure Period configuration and the timing and accuracy of Evicted Resident status); (d) Client’s use of any Collections Agencies or any Collections Activity; and/or (e) Client’s breach of Applicable Law in connection with Delinquent Account Forwarding and Eviction Management Services. Notwithstanding anything to the contrary, Client’s indemnification obligations in this paragraph shall not be subject to any exclusions or limitations of liability set forth in the Agreement or elsewhere.

II.A.3. Resident Payments Terms

Our Role. Through the Resident Payment Services, We provide or facilitate payment account boarding, payment underwriting, payment data transmission, and related services to enable You to connect to one or more Payment Processors and other service providers as described below. Through these Resident Payment Terms, You appoint Us as Your agent to deliver information and instructions on Your behalf to a Payment Processor or other service providers. We are not a bank, payment institution, or money services business. Instead, We provide technology services through Our platform.
Payment Processor.
1. The “Payment Processor” under these Terms is either Stripe, Inc. organized under the laws of Delaware (“Stripe”), DBD Ventures, LLC d/b/a Forward, organized under the laws of Delaware (“Forward”), or another third-party payment service provider engaged by EliseAI from time to time, together with any of their respective affiliates, successors, or permitted assigns. Where Stripe is the Payment Processor, Payment Processing is subject to the Stripe Connected Account Agreement, available at https://stripe.com/legal/connect-account, which includes the United States Stripe Services Agreement and the applicable Financial Services Terms (collectively, the “Stripe Terms”). Where Forward is the Payment Processor, Payment Processing is subject to Forward’s then-current merchant agreement and/or payment processing terms, and any other applicable terms, conditions, rules, and policies made available by Forward to the Customer in connection with Payment Processing (collectively, the “Forward Terms”). Where EliseAI makes available check processing features through the Resident Payment Services, including, without limitation, physical lockbox processing, remote deposit capture, or electronic check consolidation, provided by or through CheckAlt, LLC (“CheckAlt”) and its sponsor bank (collectively, the “Check Processing Services”), Client acknowledges that use of the Check Processing Services is subject to the CheckAlt Merchant-Agent Processing Agreement made available at https://eliseai.com/legal/merchant-agent-processing-agreement (the “Merchant-Agent Processing Agreement”). Client agrees to be bound by the Merchant-Agent Processing Agreement, which is incorporated into these Terms by reference. By executing or otherwise agreeing to these Terms, Client (i) acknowledges that it has reviewed or had the opportunity to review the Merchant-Agent Processing Agreement, and (ii) agrees that such execution or agreement constitutes Client’s electronic signature to, and acceptance of, the Merchant-Agent Processing Agreement as if Client had separately signed it.
2. EliseAI is not a party to any of the Processor Terms and is not liable to You for breach of those terms. By accepting these Resident Payment Terms, You agree to open one or more financial account(s) with the applicable Payment Processor(s) designated by Us for Payment Processing (“Payment Processing Account(s)”). We reserve the right to change the Payment Processors, subject to the terms of Our agreement with each Payment Processor. The Processor Terms govern solely as between You and the Payment Processor, and these Resident Payment Terms govern solely as between You and Us. Nothing in these Resident Payment Terms modifies or supersedes any Processor Terms.
3. The Payment Processor’s role is to accept and process payment transactions and to settle funds associated with those transactions. Transactions may arise from payment cards, including credit and debit cards, as well as bank account credentials and other means of payment. To the extent permitted by the Processor Terms, You may accept transactions either through a supported method for in-person acceptance or through information provided to You and manually entered.
4. You acknowledge and agree that Your use of the Resident Payment Services will be conditioned upon Your execution of the Processor Terms with Payment Processor and Your completion of any required “Know Your Customer” or other diligence processes conducted by such provider. You further acknowledge that We do not control, and are not responsible for, the Payment Processor’s requirements, review processes, qualification criteria, or decisions. If You do not execute the necessary agreement(s) with the applicable Payment Processor, complete any required processes, or fail to qualify under the Payment Processor’s requirements, We may terminate or suspend the provision of the Resident Payment Services without liability or penalty to Us or Payment Processor. You acknowledge that We have no obligation to source, provide, or facilitate an alternative payment processor or payment processing solution for You. For the avoidance of doubt, EliseAI has no responsibility to You for the services provided by the Payment Processor, which are solely subject to the Processor Terms and not these Terms or this Agreement. To the extent Client accesses Check Processing Services, Client’s use is further conditioned upon Client’s completion of EliseAI’s associated onboarding, KYC, underwriting, and approval processes. CheckAlt, its sponsor bank, and/or EliseAI may, at any time and in their respective sole discretion, reject, limit, suspend, or terminate Client’s or any of its customers’ access to the Check Processing Services based on the results of any such review, for any risk-based or compliance reason, or as required by applicable law or regulation, without liability to EliseAI. Additionally, in connection with the Check Processing Services, Client hereby: (i) authorizes EliseAI and CheckAlt to initiate, endorse, and process check transactions on Client’s behalf, including as Client’s agent for purposes of presenting, collecting, and settling funds in connection with any check submitted through the Check Processing Services, and to hold or disburse such funds for the benefit of Client; (ii) represents and warrants that, prior to submitting any check for processing, Client has obtained all required consents and authorizations from the applicable payees, including any residents or tenants, necessary for electronic presentment and processing of such check; and (iii) acknowledges that the Check Processing Services utilize automated check imaging and electronic processing, and Client is responsible for disclosing such processing methods to its Payors to the extent required by Applicable Law.
Definitions.
1. “ACH” means the Automated Clearing House Network.‍
2. “ACH Return” means any ACH debit or credit transaction that is rejected, reversed, or returned by a financial institution for any reason.
3. “ACH Transaction” means a Transaction in which an electronic check is initiated by a Payor using the Internet, phone or similar device, and where such Transaction is originated and sent based solely on the payment instruction and authorization and not on, or created from, any paper document or item.‍
4. “AML” has the meaning ascribed to it in Section 7.5 of these Resident Payments Terms.
5. “Applicable Law” means all federal, state, and local laws, rules, and regulations that apply to any services provided under this Agreement, including, without limitation, the rules and guidelines of NACHA, the Payment Card Networks, Regulation E under the Electronic Funds Transfer Act, and 31 C.F.R. Part 210.
6. “BSA” has the meaning ascribed to it in Section 7.5 of these Resident Payments Terms.
7. “Card Fee” means the fee that is charged to the Payor on a credit or debit card transaction.
8. “Chargeback” has the meaning ascribed to it in Section 6.8 of these Resident Payments Terms.
9. “CheckAlt” has the meaning ascribed to it in Section 2.1 of these Resident Payments Terms.
10. “CheckAlt Merchant Terms” has the meaning ascribed to it in Section 2.1 of these Resident Payments Terms.
11. “Check Processing Services” has the meaning ascribed to it in Section 2.1 of these Resident Payments Terms.
12. “Dispute” has the meaning ascribed to it in Section 6.8 of these Resident Payments Terms.
13. “Forward” has the meaning ascribed to it in Section 2.1 of these Resident Payments Terms.
14. “Forward Terms” has the meaning ascribed to it in Section 2.1 of these Resident Payments Terms.
15. “Mark” means a trademark, service mark, design mark, logo or stylized script.
16. “Money Order Provider” means any company, from time to time, with which EliseAI or Payment Processor has a contractual relationship, that receives cash payment from Payors at a physical location which includes, but is not limited to, grocery store kiosk locations, convenience store kiosk locations, and other locations, and after such cash payments are made, Payors are provided a payment receipt.
17. “NACHA” means the National Automated Clearing House Association.‍
18. “NOCs” has the meaning ascribed to it in Section 7.3 of these Resident Payments Terms.
19. “Non-Sufficient Funds” means a condition in which a Payor’s designated bank account lacks sufficient available funds to complete a transaction when presented for payment.
20. “ODFI” means Originating Depository Financial Institution, which is the institution that receives payment instructions from Payor and forwards the entries to the ACH.
21. “Payee” means the Client, as referenced in Section 3.21 of these Resident Payments Terms.
22. “Payment Card Networks” means all card associations, including, without limitation, Visa, Discover, MasterCard, and American Express.
23. “Payment Processing” means the payment processing services performed by the applicable Payment Processor (and its financial institution partners and payment method providers) under the Processor Terms in connection with Transactions, including (as applicable) transaction authorization, capture, processing, clearing, settlement, payout, reporting and reconciliation, and the handling of refunds, reversals, chargebacks, disputes, and returns (including Returned Entries).
24. “Payment Processing Account(s)” has the meaning ascribed to it in Section 2.2 of these Resident Payments Terms.
25. “Payment Processor” has the meaning ascribed to it in Section 2.1 of these Resident Payments Terms.
26. “Payments Processor Permitted Purposes” has the meaning ascribed to it in Section 12.1 of these Resident Payments Terms.
27. “Payor” means any customer of Client’s that owes amounts to the Client (the “Payee”) as consideration for the goods and services provided by the Payee. Payors may include, without limitation, residents of apartments or single-family homes, tenants in commercial real estate, tenants in manufactured housing, renters of storage or parking spaces, users of Client amenities, and any other individuals or entities obligated to make payments to the Payee.
28. “Payor Fees” has the meaning ascribed to it in Section 6.6 of these Resident Payments Terms.
29. “Payout Account” has the meaning ascribed to it in Section 8.1 of these Resident Payments Terms.
30. “Processing Fees and Chargebacks” has the meaning ascribed to it in Section 5 of these Resident Payments Terms.
31. “Processor Terms” means the terms and agreement between You and Payment Processor, including, as applicable, the Stripe Terms and the Forward Terms.
32. “RDFI” means Receiving Depository Financial Institution, which is the financial institution that receives ACH entries and posts such entries to the accounts of Payors.
33. “Reserve” has the meaning ascribed to it in Section 8.3 of these Resident Payments Terms.
34. “Reserve Account” has the meaning ascribed to it in Section 8.3 of these Resident Payments Terms.
35. “Resident Payment” means the feature of the Services contained within the AIP Services that supports Client’s ability to allow Payors to make payments using a bank account, credit or debit card, or any other payment methods, via the payment processing services provided by Payment Processor.
36. “Resident Payment Platform” means the component of the Resident Payment Services comprising an online software platform, websites, portals, APIs, and related user interfaces provided by EliseAI through which Client and Payors may access and use the other Resident Payment Services, including, without limitation, initiating Transactions, managing payment methods, viewing payment history, and generating reports. For the avoidance of doubt, the Resident Payment Platform is a technology interface only and does not itself provide payment processing services, which are provided by the applicable Payment Processor.
37. “Resident Payment Services” has the meaning ascribed to it in Section 1.1 of these Resident Payments Terms.
38. “Returned Entries” means any Transactions that are returned by an RDFI.
39. “Rules” means all applicable payment card and network rules, regulations, policies, by-laws, procedures, or standards, including without limitation, the NACHA Operating Rules & Guidelines (the “NACHA Rules”), the Payment Card Industry Data Security Standard (PCI DSS), the Visa Core Rules and Visa Product and Service Rules, the Mastercard Rules and Standards, including the Mastercard Site Data Protection (SDP) Program, the American Express Merchant Operating Guide, and any other program, policy, operating regulations, or procedures that may be required by Payment Card Networks from time to time.
40. “Stripe” has the meaning ascribed to it in Section 2.1 of these Resident Payments Terms.
41. “Stripe Terms” has the meaning ascribed to it in Section 2.1 of these Resident Payments Terms.
42. “Transaction” means a payment for the purchase or lease of goods and services by Payor using the Resident Payment Services. This term also includes credit transactions and adjustments where appropriate.
Scope of Use. Client or Payor may use the Resident Payment Services (i) to initiate payments through the Payment Processor via ACH, credit card, debit card, or any other payment method supported by the Resident Payment Services from time to time, solely in connection with the Subscription Communities identified in the applicable Order Form, SOW, or similar document, and (ii) to access reports reflecting Transaction activity.
Fees. In addition to the Subscription Fees for the AIP Services, We will also charge You, and You shall be responsible for, the fees set forth in Schedule C or other relevant section of the applicable Order Form or SOW in connection with all payments processed through the Resident Payment Services, including, without limitation, any fees or charges resulting from a Dispute, ACH Return, Non-Sufficient Funds condition, or failed payment (such amounts, collectively, “Processing Fees and Chargebacks”). You acknowledge that, in addition to Processing Fees and Chargebacks, We may also charge You on a pass-through basis and at cost (without markup), for third-party fees or charges imposed on Us in connection with processing payments on Client’s behalf, to the extent resulting from Client’s acts or omissions, including any failure to timely provide or update required account or compliance information. You acknowledge and agree that EliseAI reserves the right to invoice You directly for any such amounts. If the Payor Fees collected during any applicable period are insufficient to cover the Subscription Fees for the Resident Payment Services or other related amounts You owe EliseAI, including, without limitation, any Processing Fees and Chargebacks, You (and/or the Owners, as applicable) remain responsible for paying the outstanding balance in accordance with the Agreement. The Parties acknowledge and agree that Subscription Fees for the AIP Services and Processing Fees and Chargebacks shall not be subject to any caps or other pricing limitations, and shall be excluded from the calculation of any pricing floors or other minimums, set forth in the Agreement or in any applicable SOW, Order Form, or similar document. Client agrees and acknowledges that EliseAI or Payment Processor may electronically debit any applicable Processing Fees and Chargebacks from Client’s designated bank account. Due to changes in card association buy rates, acquirer fees, and other costs beyond EliseAI’s reasonable control, Processing Fees and Chargebacks may be adjusted or added by EliseAI at any time to recoup EliseAI’s additional mandatory expenses in providing the Resident Payment Services; provided that any such fee increases shall not exceed EliseAI’s total costs resulting from such additional expenses. EliseAI shall provide Client with thirty (30) days’ written notice before implementing any changes in the amounts of Processing Fees and Chargebacks. Notwithstanding the thirty (30) day notice period above, if Your Payment Processing Account is suspended, disabled, or otherwise made unavailable by Us or the Payment Processor, or if You stop using the Payment Processing Account, then when access or use is restored (or You resume use), the Processing Fees and Chargebacks then in effect will apply.
Client Obligations.
1. Merchant Approval. Client acknowledges that Client will be required to authorize Payment Processor to conduct checks of Client’s background, credit, or banking information, or other information as may be required by Payment Processor, and acknowledge that all information obtained by Payment Processor under the Processor Terms may be shared with a Payment Card Network. Client acknowledges that use of the Resident Payment Services is contingent on successfully completing the merchant account application process with Payment Processor. Client acknowledges and agrees that EliseAI has no responsibility for, nor does it have any control over, the merchant account application process or the outcome of such process. The application process required by Payment Processor may require Client to fill out detailed company information and provide certain documentation which may include, but is not limited to, a copy of the entity filing with a government agency, credit card processing statements, a business profile, and a management agreement. The owner or an officer of the applicant may be required to sign the application and provide a personal guarantee in order to be approved by Payment Processor. If Client is also required by Payment Processor to sign an entity guarantee, the provision of entity tax information, financial statements and bank statements may be required. If Client is at any time unwilling to cooperate or if merchant approval is denied due to bad credit, a history of bankruptcy, a history of fraudulent transactions, or for any other reason, any Implementation Fees will not be refunded. The foregoing notwithstanding, upon mutual agreement between Client and Payment Processor, Client may request that individual Subscription Communities be separately considered for merchant approval pursuant to the process described in this section, provided that each such Subscription Community is owned or controlled by a distinct legal entity. In the event Payment Processor agrees to onboard and underwrite an individual Subscription Community, Client represents, warrants and covenants that, with respect to such Subscription Community, Client has the requisite legal power, right, and authority to bind the Subscription Community or the Owner of such Subscription Community to this Agreement (including all terms and conditions applicable to a Client), and, to the extent applicable and/or required by the Payment Processor, the Processor Terms. In connection with such onboarding and underwriting approval for a Subscription Community, Payment Processor may require each Subscription Community to complete the onboarding and underwriting process as outlined above.
2. Submitting Transactions. To the extent EliseAI makes available functionality in the Resident Payment Services allowing Client to submit Transactions on behalf of Payors, Client shall submit Transactions via the Resident Payment Platform for Payor-related charges only (i.e., rent and other charges incidental to such Payors' rental of residential real estate marketed by Client). Client shall comply with the Rules (including Payment Card Network rules and the NACHA Rules), Applicable Law, and the Processor Terms in connection with the submission, acceptance, disbursement, reversal, return, or resubmission of any Transaction.
3. Representations for Client Initiated Payments. To the extent EliseAI makes available functionality in the Resident Payment Services allowing Client to submit Transactions on behalf of Payors, Client warrants with respect to all such Transactions submitted to EliseAI and processed by Payment Processor on behalf of Client that (i) Client is not submitting a Transaction that is illegal or that Client should have known was illegal; (ii) the Transaction information is correct and accurate; and (iii) Client has an agreement in place with Payor whereby: (a) the Payor authorized the debiting and/or crediting of its accounts by Client; (b) each Transaction is for an amount agreed upon by the Payor in such agreement; and (c) each Transaction is in all other respects properly authorized and Client shall provide proof of requisite legal authorization for any Transaction to EliseAI or Payment Processor upon request.

If and when Client receives notice that any Payor's Transaction initiated by Client has been rejected, Client shall not initiate any further Transactions with respect to such Payor until the cause for rejection has been corrected. Client shall cease initiating Transactions with respect to a Payor immediately upon receipt of any actual or constructive notice of such Payor's termination or revocation of authority. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ELISEAI WILL HAVE NO LIABILITY ARISING FROM OR RELATED TO ANY TRANSACTION INFORMATION ENTERED, PROVIDED, OR APPROVED BY CLIENT OR ITS USERS THAT IS UNAUTHORIZED, FRAUDULENT, INACCURATE, OR INCOMPLETE.

Notice of Erroneous or Unauthorized Transfers. Client shall regularly and promptly review all Transactions and other communications from EliseAI and Payment Processor and shall promptly notify EliseAI and/or Payment Processor upon discovery of all discrepancies between Client’s records and those provided by EliseAI, Payment Processor, or Client’s bank, or with respect to any transfer that Client believes was made without proper authorization. Upon notification by Client to EliseAI, EliseAI will use commercially reasonable efforts to notify Payment Processor of the erroneous or unauthorized transfer. For the avoidance of doubt, Client is solely responsible for monitoring Transactions and providing timely notice of any suspected error, discrepancy, or unauthorized transfer to EliseAI and/or the Payment Processor, and EliseAI shall have no liability for any Transaction or transfer error, unauthorized transfer, discrepancy, or resulting losses, including any loss arising from Client’s delay or failure to provide such notice or any delay or failure in EliseAI’s relaying notice to the Payment Processor.
Identifying Numbers. Client acknowledges that EliseAI or Payment Processor may rely solely on identifying numbers provided by Client to determine the bank and account of the Payor even if the numbers identify a bank or account holder that differs from the one that Client identified by name.
Payor Fees. You are exclusively responsible for determining and setting the amount of all fees, deposits, surcharges, payment processing fees, and other charges (including, without limitation, security deposits, rents and similar amounts) to be charged to the Payors (collectively, “Payor Fees”). You represent and warrant that all such Payor Fees will comply with Applicable Law and Rules, including, without limitation, those governing the amount, taxation, refund (in whole or in part), or return of such Payor Fees, as well as those governing the surcharges or processing fees passed through to the Payor in connection with such Payor Fees. You agree that EliseAI has the right, but not the obligation, to monitor and prohibit or disallow the Payor Fees, or any portion thereof, that We determine, in Our sole discretion, to be excessive or otherwise not in compliance with Applicable Law or Rules. You acknowledge that the Resident Payment Services may suggest default values or impose limits on the maximum value allowed for any surcharges, payment processing fees, or other similar charges. These default or maximum values are provided only as guidelines and do not constitute legal, accounting, financial, or regulatory advice, and You remain solely responsible for the legality and compliance thereof.
Debit Authorization. Pursuant to the Processor Terms, Client may be required to authorize Payment Processor to debit funds from Client’s bank accounts in cases of returned Payor payments or to otherwise collect amounts payable under the Processor Terms. Failure to comply with this requirement or any other requirement may result in additional fees, which Client agrees to pay or reimburse to EliseAI or Payment Processor, as applicable.
Chargebacks. In accordance with the Rules and Applicable Law, a Payor card holder may submit a dispute request (“Dispute”) seeking a chargeback, reversal, or other return payment (a “Chargeback”) to the Payor card holder's Payment Card Network for many reasons, including but not limited to a claim that he or she did not authorize the payment or a claim that the payment was processed fraudulently. If a Chargeback occurs, Client agrees and acknowledges that EliseAI, as an administrative and logistical service provider to Client, shall on Client’s behalf: (a) communicate with the Payment Processor and/or the applicable Payment Card Network regarding such Chargeback, including, without limitation, instructions regarding the return of payment and communications concerning any dispute; (b) collect and organize Client Data related to such Chargeback; and (c) provide such Client Data to the Payment Processor and/or the applicable Payment Card Network in connection with any dispute of such Chargeback.

Client further authorizes and agrees that: (i) the Payment Processor may debit any applicable Chargeback amount from the applicable Client bank account; and (ii) EliseAI shall charge, invoice, or setoff any applicable Processing Fees and Chargebacks associated with the Chargeback and/or related disputes.

Client is liable to EliseAI and/or Payment Processor, as applicable, for any fees, fines, penalties or assessments associated with Chargebacks and/or related disputes. CLIENT UNDERSTANDS THAT ELISEAI PROVIDES NO WARRANTIES AS TO THE SUCCESS OF A DISPUTE, AND THAT THE APPLICABLE PAYMENT CARD NETWORK MAY NOT RESPOND TO SUCH DISPUTE FOR UP TO SIX (6) MONTHS. ELISEAI STRONGLY RECOMMENDS THAT, IN CONJUNCTION WITH ANY DISPUTE, CLIENT CONTACT THE PAYOR IMMEDIATELY TO ADDRESS ANY MATTERS OF PAYMENT.

Without limiting the foregoing, Client is and shall remain solely liable for all losses, returns, insufficient funds items, fraudulent or unauthorized checks, and any other losses, fees, or obligations arising from or related to checks or payment items processed through the Check Processing Services, including without limitation items submitted by Client’s Payors. CheckAlt and/or its sponsor bank may establish and maintain a reserve or F/B/O account with respect to Client’s use of the Check Processing Services and may set off from such reserve or from any settlement amounts any liabilities or obligations, whether current or contingent, owed by Client or its customers in connection with the Check Processing Services. Fees for the Check Processing Services may be invoiced to Client separately from other Resident Payment Services fees, in accordance with the applicable Order Form, SOW, or CheckAlt Merchant Terms, and Client shall remain liable for all such fees.

Change of Settlement Bank Accounts. Client may be required to notify Payment Processor in advance of any changes in bank account information. Failure to notify of any change or cancellation of settlement bank account information may result in additional fees. In the event a change of bank account information is communicated to EliseAI, EliseAI shall use commercially reasonable efforts to communicate such change to Payment Processor, provided that EliseAI shall in no way be responsible or liable for any fees that may be associated with such change.
Reversal Fees. Transaction reversal functionality will be made available to Client through the Resident Payment Services; however Client acknowledges that it does not have the right to cancel, amend, or reverse any Transaction, and that EliseAI or Payment Processor may, in its sole discretion, use reasonable efforts to act on Client’s request to reverse a Transaction before its affected and that EliseAI and Payment Processor shall have no liability if it fails to effect such requests. CLIENT IS RESPONSIBLE FOR ANY LIABILITY ASSOCIATED WITH USE OF THE REVERSAL FUNCTIONALITY, INCLUDING, BUT NOT LIMITED TO CIRCUMSTANCES WHEREIN A PAYOR'S ORIGINAL PAYMENT IS EVENTUALLY NOT ACCEPTED OR RETURNED BY AN ODFI OR RDFI AFTER CLIENT HAS USED THE REVERSAL FUNCTIONALITY TO REFUND A PAYMENT TO A PAYOR. Client agrees to reimburse EliseAI, Payment Processor, or any third party, as applicable, if Transactions reversed by Client are returned, charged back, or otherwise made unavailable after Client has reversed the Transaction. Transaction reversals may take varying amounts of time to complete and be reflected through the Payment Processor (including through netting or debits). Client agrees to pay any Processing Fees and Chargebacks or other fees associated with Transaction reversals each time it initiates a reversal (including, for the avoidance of doubt, the return of any Payor Fees to the applicable Payor(s)). Notwithstanding the foregoing, pursuant to the Processor Terms, Payment Processor may initiate a reversal under certain circumstances, including, without limitation, when Client receives funds in error for any reason, Client receives funds related to activities that violate the Processor Terms or Applicable Law and Rules.
Refunds. Refund functionality will be made available to Client and may be used at Client’s discretion. CLIENT IS RESPONSIBLE FOR ANY LIABILITY ASSOCIATED WITH USE OF THE RESIDENT PAYMENT SERVICES REFUND FUNCTIONALITY. Timing may vary for payment refunds to complete and be reflected in the receiving account. Client agrees to pay any Processing Fees and Chargebacks or other fees associated with Transaction refunds each time a refund is initiated (including, for the avoidance of doubt, the return of any Payor Fees to the applicable Payor(s)).
Use of Payment Card Network Marks. Client acknowledges and agrees that use of the Marks of the Payment Card Networks is governed by the Rules and subject to the sole discretion and approval of Payment Processor and the Processor Terms. Pursuant to the Processor Terms, Payment Processor may require the Client to make changes to its website or otherwise to comply with the Rules. Upon termination of the Resident Payment Services, Client agrees that it shall no longer use such Marks or anything similar thereto.
Limited License to Client Marks. Notwithstanding anything to the contrary in the agreement, to the extent the Resident Payment Services involve EliseAI identifying Client to Payors, other customers of Client, or any other end user of the AIP Services, Client grants to EliseAI a worldwide, non-exclusive, sublicensable, royalty-free license during the Term to use Client’s Marks in connection with the Resident Payment Services. Client acknowledges and agrees that, pursuant to the Processor Terms, Payment Processor may require a similar license or additional licenses to Client’s Marks.
Cardholder Data and Notice of Data Breach. Client acknowledges and agrees that it is responsible for its Client Users’ actions, promises not to share cardholder data with any third party unless such party complies with PCI-DSS, Applicable Laws, and regulations related to its business operations, or Client has obtained EliseAI’s prior written consent. Client shall promptly report to EliseAI and Payment Processor all instances of a data breach to Client’s system or the system of any third party authorized by Client to access or store cardholder or Payor data immediately after it identifies an incident.
Third Party Beneficiary Rights. Client acknowledges and agrees that EliseAI is not a party to, and has no obligations under, any agreement between the Payment Processor and any Payment Card Network. Client shall not assert any right, claim, or cause of action against EliseAI arising out of or based on any such agreement, including any claim that EliseAI is a third-party beneficiary thereof. Notwithstanding the foregoing, the Payment Card Networks may be third-party beneficiaries of the Processor Terms and may have the rights, but not the obligation, to enforce the Processor Terms against Client.
Acceptance of Cards. Client represents, warrants, and covenants that (i) it will not discriminate against cards or card issuers (i.e., limiting what cards are accepted) except in full compliance with the Rules, (ii) will not configure the Resident Payment Services to discriminate, or request that EliseAI configure the Resident Payment Services to discriminate, against cards or card issuers except in full compliance with the Rules, and (iii) will comply with all Rules, Applicable Laws, and regulations related to its business operations, PCI-DSS obligations, the use of a Payment Card Network’s marks, and each Transaction acquired hereunder. Client expressly agrees that it will protect, utilize, or restrict Transaction data, including the magnetic stripe and CVV2, in accordance with the terms of these Resident Payment Terms, the Processor Terms, Applicable Law, and the Rules, and will cooperate with any audit requested by the Payment Processor or a Payment Card Network until such audit is completed.

Additional Client Acknowledgments and Obligations.
1. Authorization. Client acknowledges and agrees that, in order to process Transactions through the Resident Payment Services, appropriate authorization from the applicable Payor is required under the Rules and Applicable Law. As between Client and EliseAI, Client is responsible for ensuring that it has appropriate arrangements and agreements in place with Payors to permit the debiting and crediting of Payor accounts in connection with amounts owed to Client.

Client further acknowledges that, when a Payor initiates a Transaction, enrolls in auto-pay, or otherwise interacts with the Resident Payment Services or the Payment Processor’s interfaces, the Payor may be presented with one or more disclosures, consents, or authorization terms required under the Rules, Applicable Law, or the Processor Terms. Client agrees that EliseAI and the Payment Processor may rely on such consents and authorizations (including any electronic acceptance, such as clicks, taps, or electronic signatures) as sufficient authorization to submit the applicable Transaction instructions to the Payment Processor for processing.

EliseAI will retain records of certain Payor interactions evidencing consent to Transactions (for example, enrollment in auto-pay, recurring payment schedules, and electronic acknowledgments captured through the Resident Payment Services) for at least two (2) years after receipt of such consent, or for such longer period as may be required by the Rules or Applicable Law. Client acknowledges that EliseAI does not store full payment card numbers or full bank account numbers.

Accepting Transactions. EliseAI will make the Resident Payment Services available to receive Transaction instructions initiated by, or on behalf of, Payors and to transmit such instructions to the Payment Processor for processing in accordance with the Processor Terms, the Rules, and Applicable Law. EliseAI will use commercially reasonable efforts to route Transaction information to the Payment Processor in a timely manner based on the configuration of the Resident Payment Services and the Payment Processor’s technical requirements. All debits, credits, and settlement activities between Payment Processor, any ODFI or RDFI, the ACH, and the Payment Card Networks are the responsibility of Payment Processor and its financial institution partners, and shall be governed by the Processor Terms.

Client agrees that EliseAI will not be held responsible for any losses, directly or indirectly, incurred by Client or any third party as a result of the acts or omissions of the Client, Payment Processor, any ODFI or RDFI, any Payment Card Network, or any other financial institution involved in the processing or settlement of Transactions. Client acknowledges that Payment Processor, in accordance with the Rules, Applicable Law, and the Processor Terms, may automatically cancel any un-captured payment, in which case the Transaction may need to be resubmitted. EliseAI shall not be liable with respect to any charges or fees incurred as a result of any Transactions cancelled by the Payment Processor.

Returned Entries and Notices of Change (NOC). The Payment Processor, in accordance with the Processor Terms, the NACHA Rules, and Applicable Law, will handle returned ACH entries and notices of change (“NOCs”) for ACH Transactions, including posting such returns and NOCs to the applicable accounts and debiting any associated amounts from the applicable Client bank account(s). EliseAI will use commercially reasonable efforts to make available to Client, through the Resident Payment Platform or other agreed means, information and reports regarding returned ACH entries and NOCs as communicated to EliseAI by the Payment Processor. Client agrees that it shall be solely responsible for regularly reviewing such information and reports and for updating its records and taking any corrective or follow-up actions required under the NACHA Rules, the Processor Terms, and Applicable Law.
Transaction Modification or Deletion. Client acknowledges that once a Transaction is submitted by Payment Processor to the ACH or Payment Card Network, it cannot be modified or deleted. However, if the Transaction has not yet been submitted to the ACH or Payment Card Network at the time of Client’s request, EliseAI will use commercially reasonable efforts to comply with Client’s change or modification requests. All such requests must be submitted to EliseAI and/or Payment Processor in proper form, by duly authorized personnel of Client, and within the timeframe established by the Rules and Applicable Law. Client agrees that EliseAI and Payment Processor will not be held responsible for any losses, directly or indirectly, incurred by Client or other third parties as a result of EliseAI’s or Payment Processor’s inability to accomplish the requested modification or deletion before the Transaction has been submitted to the ACH or Payment Card Network.
Compliance with the Rules, Applicable Law, and Processor Terms. In connection with Client’s use of the Resident Payment Services, Client represents, warrants, and covenants to comply with and be bound by any applicable Rules and Applicable Law, and the Processor Terms. Client acknowledges that Payment Processor may at any time change its processing procedures in order to be compliant with the Rules and Applicable Law. Without limiting the foregoing, in connection with Client’s use of the Check Processing Services, Client additionally represents, warrants, and covenants that: (a) Client is not, and no person or entity that owns or controls Client or through whom Client acts is, identified on any OFAC sanctions list, including the Specially Designated Nationals and Blocked Persons List, nor is Client organized, resident, or operating in any comprehensively sanctioned country or territory; (b) to the extent applicable, Client has adopted, and will maintain, written policies and procedures designed to identify suspicious transactions or activities of its customers (including the structuring of transactions to avoid reporting requirements) and to comply with applicable anti-money laundering (“AML”) and Bank Secrecy Act (“BSA”) requirements; (c) Client will promptly notify EliseAI and, as directed, CheckAlt and/or its sponsor bank, of any transactions or activity that Client identifies or reasonably should identify as requiring a Suspicious Activity Report, Currency Transaction Report, or other filing with the Financial Crimes Enforcement Network or other governmental authority; (d) no Payor that Client enables to use the Check Processing Services is prohibited or barred from using such services under Applicable Law, regulations, or Rules; (e) Client shall cooperate with EliseAI, CheckAlt, CheckAlt’s sponsor bank, and any applicable governmental authority in connection with any investigation, regulatory inquiry, or compliance matter arising from Client’s or its customers’ use of the Check Processing Services; (f) Client shall conduct and document appropriate due diligence with respect to its Payors in connection with the Check Processing Services, including screening for prohibited persons and entities, and shall maintain such documentation for such periods as required by CheckAlt, EliseAI, or Applicable Law; and (g) Client shall comply with all operational policies, procedures, and guidelines issued by CheckAlt or EliseAI from time to time governing the use of the Check Processing Services, including any risk-based restrictions on transaction types, volumes, or frequencies, as communicated to Client.
Right to Audit. Payment Processor, pursuant to the Processor Terms, may require, upon reasonable notice, certain audit rights with respect to Client and/or Client’s Subscription Communities for the purpose of determining compliance with the Rules, Applicable Law, and the Processor Terms. Client represents, warrants, and agrees to reasonably cooperate with any such audit requests, including by providing access to records, systems, and personnel as required by Payment Processor. In addition, in connection with the Check Processing Services, CheckAlt or CheckAlt’s sponsor bank may independently conduct examinations, audits, or reviews of Client’s records, systems, and operations to the extent required by Applicable Law, and Client agrees to cooperate fully with any such examination or audit, including by providing timely access to relevant records and personnel.
Check Image Representations. With respect to each check image submitted by Client through the Check Processing Services, Client represents and warrants that: (a) the original paper check has not been and will not be presented or deposited with any other bank or financial institution (i.e., no double presentment); (b) the check image accurately and legibly represents all information on the original check, without alteration or omission; (c) Client is duly authorized to submit the check for processing; (d) the check is not, to Client’s knowledge, altered, forged, or unauthorized; and (e) to the extent applicable, Client will retain the original paper check for the minimum period required by CheckAlt or Applicable Law and will produce the original upon CheckAlt’s or EliseAI’s request.
Implementation. EliseAI will perform its setup and implementation responsibilities for the Resident Payment Services as described in the Agreement and any applicable Order Form or SOW. Client acknowledges that deployment of certain features of the Resident Payment Services may depend on Client’s completion of onboarding, underwriting, KYC, and other review processes conducted by Payment Processor and on Payment Processor’s approval and configuration of Client’s merchant account(s).

EliseAI is not responsible for any delays or failures in the availability or performance of the Resident Payment Services to the extent caused by Client’s failure to timely provide required information or complete onboarding, by the acts or omissions of the Payment Processor, or by other third parties. Unless expressly stated otherwise in the Agreement or the applicable Order Form, SOW, or other similar document, any Implementation Fees or other setup fees paid to EliseAI are non-refundable even if Payment Processor declines or later revokes approval of Client’s merchant account. Client represents and warrants that all information it provides to EliseAI or the Payment Processor in connection with such onboarding, underwriting, and review processes will be true, accurate, and complete in all material respects.

Money Order Processing. To the extent EliseAI makes available functionality in the Resident Payment Services allowing Client to process money orders, Client understands and agrees that there are inherent risks associated with the acceptance of money orders. In the event that Client’s business processes include the acceptance of money orders, Client accepts full responsibility for any losses, costs, or expenses that Client, EliseAI, Payment Processor, or any third party suffers or incurs as a result of Client’s acceptance of money orders therewith.
Cash Payment at Money Order Network. To the extent EliseAI makes available functionality in the Resident Payment Services allowing Client to process money orders via a Money Order Provider, in the event that Client opts to license cash processing services through a Money Order Provider which has integration with EliseAI, Client understands that there may be occasional delays in settlement. In addition to any other indemnification obligations Client may have under the Agreement, Client shall indemnify, defend, and hold harmless EliseAI and its affiliates, and each of its and their respective owners, officers, employees, and agents from and against any Third Party Claims arising out of, as a result of, or relating to any errors or losses by the Money Order Provider.
Credit Entries subject to UCC4A. To the extent that any credit entries subject to Article 4A of the Uniform Commercial Code (UCC4A) are transmitted through the ACH, Client acknowledges that any credit given by the RDFI to the Payor for the credit entry is provisional until the RDFI has received final settlement through a Federal Reserve Bank or otherwise has received payment as provided for in Section 4A-403(a) of UCC4A. If the RDFI does not receive such payment for the credit entry, the RDFI is entitled to a refund from the Payor in the amount of the credit to the Payor's account, and Client (and its applicable Subscription Communities) will not be considered to have paid the amount of the credit entry to the Payor. Client further acknowledges that EliseAI does not accept, hold, or settle funds in connection with such credit entries; all fund movements and settlement are handled by the Payment Processor and the applicable financial institutions.

Receiving Funds.
1. Security Interest. As security for performance of Your obligations under this Agreement, You grant Us a first priority lien and security interest on all funds processed and deposited into all bank accounts or other financial accounts designated by You to receive funds from the settlement of Transactions (the "Payout Account"), and any other bank accounts or other financial accounts associated with Your Payment Processing Account(s), and in any funds processed using the Payment Processing services. These security interests and liens will secure payment and performance of all of Your obligations under this Agreement and any other agreements now existing or later entered into between Us and You, including, without limitation, Your obligation to pay any amounts due and owing to Us. You will execute, deliver and pay the fees for any documents We request, and authorize EliseAI to take any other action necessary including registering notice of such security interest in a public registry, to create, perfect, maintain, and enforce this security interest.
2. Our Collection Rights. To the extent permitted by law, We may collect any obligations You owe Us under this Agreement by requesting that a Payment Processor deduct the corresponding amounts from a Reserve Account (as that term is defined below), if applicable, or from funds payable to You arising from the settlement of Transactions. Processing Fees and Chargebacks will be assessed at the time a Transaction is processed and will be first deducted from the funds received for such Transaction. If these amounts are not sufficient to meet Your obligations to Us, We may charge the payment method associated with Your Payment Processing Account(s) for any amounts owed to Us. Your failure to fully pay amounts that You owe Us on demand will be a breach of this Agreement. You will be liable for Our costs associated with collection in addition to the amount owed, including, without limitation, attorneys' fees and expenses, costs of any arbitration or court proceeding, collection agency fees, and any applicable interest.

Further, We may deduct, or request that a Payment Processor deduct, from any accounts associated with Your Payment Processing Account(s), including, if applicable, the Reserve Account, any amounts that You owe to Us under this Agreement or any other agreement You have entered into with Us or Our Affiliates. In accordance with the above and the Processor Terms You authorize Us to debit Your Payout Account, without separate notice, to collect amounts You owe under this Agreement.

Additionally, We may require a personal guarantee from a principal of a business for funds owed under this Agreement. If We require a personal guarantee, We will notify You before requiring You to provide it.

In addition to any past-due amounts, You may be charged fees and expenses incidental to the collection of such past-due amounts, including reasonable attorneys’ fees, court costs, collection agency fees, interest (to the extent permitted by law), and any third-party charges incurred in connection with collection.

You hereby explicitly agree that any communications regarding past-due amounts or collection efforts may be provided to You by electronic mail or by phone (including by automated dialing systems and prerecorded messages, where permitted by Applicable Law) using the contact information You provide to EliseAI, and may be made by EliseAI or its agents, including third-party collection agencies.

Reserves. Funds held in reserves are amounts set aside to cover chargebacks, refunds, disputes or other payment obligations under this Agreement (the “Reserve”). We may, in Our discretion (including by requesting or instructing the applicable Payment Processor), and/or the Payment Processor may, establish or require, as applicable, a Reserve in connection with the Resident Payment Services. Any such Reserve may be held in one or more accounts maintained by the Payment Processor or its financial institution partners (the “Reserve Account”). Subject to the Processor Terms, We and/or the Payment Processor will set the terms of any Reserve and notify You of such terms, which may require that a certain amount (including the full amount) of the funds received for a Transaction are held for a period of time, or that additional amounts are held in the Reserve Account. Subject to the Processor Terms, We and/or the Payment Processor, as applicable, may modify Reserve requirements from time to time (including the amount, holding period, or release conditions) based on Transaction activity, fraud or loss risk, compliance requirements, or as otherwise required by the Payment Processor, Payment Card Networks, or Applicable Law.

We and/or Payment Processor may require You to fund the Reserve Account by means of the following: (i) any funds payouts made or due to You for Transactions submitted to the Resident Payment Services; (ii) amounts available in Your Payout Account by means of debiting such account; (iii) other sources of funds associated with Your Payment Processing Account(s); or (iv) requesting that You provide funds for deposit to the Reserve Account.

With regard to the Reserve Account, You agree that (i) You are not entitled to interest or other compensation associated with the funds held in the Reserve Account; (ii) You have no right to direct that account; (iii) You have no legal interest in those funds or that account; and (iv) You may not assign any interest in those funds or that account. Subject to the Processor Terms and this Agreement, any remaining Reserve balance will be released to You after the Reserve is no longer required by EliseAI, including after termination of the Resident Payment Services and once all Transactions have settled and all Chargebacks, refunds, returns, fees, and other obligations have been satisfied. For the avoidance of doubt, to the extent any Reserve is required or established by the Payment Processor (or its financial institution partners) such Reserve will be held and released in accordance with the Processor Terms and the Payment Processor’s policies and procedures, and EliseAI does not control the timing or conditions of any such release.

Termination. Subject to any additional termination rights set forth in the Agreement, EliseAI may terminate or modify a Client’s use of the Resident Payment Services if (i) EliseAI is instructed or required to do so by Payment Processor or a Payment Card Network; (ii) Payment Processor is no longer registered or otherwise authorized to act as a payment facilitator with any Payment Card Network; and/or (iii) Payment Processor’s acquirer is no longer a customer of, or no longer has a valid license or other required relationship with, any Payment Card Network.
American Express Card Acceptance.
1. American Express Compliance. Client hereby acknowledges and agrees that for purposes of acceptance of American Express, the American Express Merchant Operating Guide and any amendments thereto is hereby incorporated by reference into these Resident Payment Terms and can be found at: http://www.americanexpress.com/merchantopguide.
2. Processing Restrictions. Client is prohibited from processing Transactions or receiving payments on behalf of, or (unless required by law) re-directing payments to any other party.
3. Third Party Beneficiary Rights. Client hereby agrees that the Processor Terms may provide American Express with third party beneficiary rights, but not obligations, to enforce the Processor Terms as against Client to the extent applicable to American Express processing.
4. American Express Liability. CLIENT ACKNOWLEDGES AND AGREES THAT IN NO EVENT SHALL AMERICAN EXPRESS, ITS AFFILIATES, AGENTS, SUCCESSORS, OR ASSIGNS BE LIABLE TO CLIENT FOR ANY DAMAGES, LOSSES, OR COSTS INCURRED, INCLUDING INCIDENTAL, INDIRECT, SPECULATIVE, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (WHETHER BASED ON CONTRACT, TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY, FRAUD, OR OTHERWISE, OR STATUTES, REGULATIONS, OR ANY OTHER THEORY), ARISING OUT OF OR IN CONNECTION WITH THE RESIDENT PAYMENT SERVICES.
Exclusivity. During the term of the Agreement, Client will use the Resident Payment Services exclusively as the electronic payment channel for all payments made by Payors in connection with the Subscription Communities. Client will not appoint any other agent or payment processor or otherwise use any other third-party electronic payment processing services for Transactions, or knowingly allow the owner of a Subscription Community to do so. For the avoidance of doubt, the foregoing limitations do not prevent Client from accepting payments made by physical check or cash.
Data Processing by Payment Processor.
1. Notwithstanding anything to the contrary in the Agreement or any DPA between the Parties, You acknowledge and agree that You authorize Payment Processor to act as a data controller, business (as such term is used under the California Consumer Privacy Act), or other comparable term under applicable data protection and privacy laws with respect to certain Client Data that such Payment Provider processes in connection with those services, but only for the following limited purposes: (i) to determine and utilize certain third parties (banks and payment method providers); (ii) to monitor, prevent, and detect fraudulent transactions and other fraudulent activity; (iii) to monitor, prevent, and mitigate financial loss, security risks, and other harm; (iv) to implement, maintain, and perform internal processes that enable such providers to provide their products and services, including relationship management, billing, and invoicing; (v) to comply with Applicable Law and Rules, including applicable anti-money laundering screening and know-your-customer obligations, and any financial partner and governmental authority requirements and requests; and (vi) to analyze and develop such providers’ products and services (clauses (i) through (vi), the “Payments Processor Permitted Purposes”). You grant to Payment Processor a non-exclusive, perpetual, royalty-free irrevocable, fully paid-up, worldwide license to copy and use the Client Data solely as necessary to (x) provide their services to EliseAI in connection with the Resident Payment Services, or (y) perform the Payments Processor Permitted Purposes.
2. Notwithstanding anything to the contrary in the Agreement or any DPA, You authorize such Payment Processor to process Client Data in connection with the Resident Payment Services as set forth herein, and You acknowledge and agree that EliseAI shall not be responsible for such providers’ processing of Client Data where such providers act as an independent controller, and such processing shall be governed by such providers’ own privacy policies and terms. Additionally, in connection with EliseAI’s provision of the Check Processing Services, Client acknowledges and agrees that EliseAI may collect, process, and share Client Data (including information about Client, its business, its beneficial owners and controlling persons, and its customers and payees) with CheckAlt, CheckAlt’s sponsor bank, and other applicable Third-Party Providers as necessary to: (i) conduct KYC and KYB due diligence, underwriting, and ongoing monitoring of Client and its customers; (ii) comply with applicable AML, BSA, OFAC, and other regulatory requirements; and (iii) provide feedback regarding transaction monitoring and/or respond to related regulatory, law enforcement, or governmental requests, including from FinCEN or CheckAlt’s sponsor bank. Client shall promptly provide EliseAI, CheckAlt, and/or CheckAlt’s sponsor bank with any information or documentation reasonably requested in connection with any such KYC, KYB, transaction monitoring review, or regulatory inquiry, and Client’s failure to do so may result in suspension or termination of access to the Check Processing Services. Client further represents and warrants that, to the extent required by applicable law or regulation, Client has obtained or shall obtain all necessary consents and authorizations from its residents, tenants, and other Payors for the collection, use, processing, and sharing of their personal information (including identity and financial information) in connection with the Check Processing Services, including for purposes of identity verification, fraud prevention, AML/BSA compliance, and transaction monitoring, and that Client’s privacy notices and disclosures accurately reflect such collection and sharing practices.
Disclaimers. IN ADDITION TO ANY DISCLAIMER IN THE AGREEMENT OR THIS AIP ADDENDUM, CLIENT ACKNOWLEDGES AND AGREES THAT ELISEAI IS NOT RESPONSIBLE FOR, AND SHALL HAVE NO LIABILITY ARISING FROM OR RELATED TO, (A) THE PAYMENT PROCESSOR’S OR ANY THIRD-PARTY PROVIDER’S UNDERWRITING, ONBOARDING, REVIEW PROCESSES, QUALIFICATION CRITERIA, RISK CONTROLS, HOLDS, RESERVES, TRANSACTION LIMITS, DELAYS, REVERSALS, RETURNS, REFUSALS, SUSPENSIONS, TERMINATIONS, OR OTHER DECISIONS OR ACTIONS TAKEN UNDER THE PROCESSOR TERMS, APPLICABLE LAW, OR THE RULES, OR (B) ANY ACTS OR OMISSIONS OF CLIENT OR ANY BANK, ODFI, RDFI, PAYMENT CARD NETWORK, OR OTHER THIRD-PARTY PROVIDER INVOLVED IN A TRANSACTION.
Indemnification.
1. In addition to any other indemnification obligations Client may have under the Agreement, Client shall indemnify, defend, and hold harmless EliseAI and its affiliates, and each of its and their respective owners, officers, employees, and agents from and against any Third Party Claims arising out of, as a result of, or relating to: (i) Client’s or Client Users’ use of the Resident Payment Services or the Resident Payment Platform in violation of Applicable Law, the Rules, these Resident Payment Terms, the Agreement, or the Processor Terms; (ii) any unauthorized access to or use of the Resident Payment Services or Resident Payment Platform through the use of Client’s access credentials, systems, or authorizations; (iii) any Transaction, Chargeback, Returned Entry, refund, reversal, or other dispute between Client (or any Subscription Community owner) and any Payor or other third party, including disputes relating to amounts owed, refunds, credits, or the timing or method of payment; (iv) any Payor Fees, including the assessment, calculation, collection, disclosure, refund, or legality of any fees, surcharges, deposits, rents, or other charges imposed on Payors by or on behalf of Client; (v) any data breach, security incident, or other unauthorized access to or use, disclosure, or Processing of payment card data, bank account information, or other Client Data by or through Client, Client Users, or its service providers (other than EliseAI), including any failure to comply with PCI-DSS or other security requirements; (vi) any third-party claim alleging that Client’s data, content, Marks, or business practices, infringes, misappropriates, or otherwise violates such third party’s intellectual property or other rights; or (vii) any breach by Client of its representations, warranties, or covenants under these Resident Payment Terms. Notwithstanding anything to the contrary, Client’s indemnification obligations in this paragraph shall not be subject to any exclusions or limitations of liability set forth in the Agreement or elsewhere.
2. For the avoidance of doubt, the indemnification obligations in this Section 14 are in addition to, and not in lieu of, any other indemnification obligations of Client under the Agreement, and nothing in this Section 14 limits any other rights or remedies available to EliseAI under the Agreement or Applicable Law.

II.A.4. Mail Services Terms

Definitions.

“Mail Fees” has the meaning ascribed to it in Section 4.1 of these Mail Services Terms.
“Mail Services” means features of the Services that enable Client to submit requests to print and send physical mailpieces (each, a “Mailpiece”) to residents or other recipients.
“Mail Provider” means any third-party print and mail service provider selected by EliseAI in its sole discretion.
“USPS” has the meaning ascribed to it in Section 2.1 of these Mail Services Terms.

Scope of Use. Client may use the Mail Services only for Client’s internal business purposes and only for Client’s Subscription Communities. The Mail Services may transmit print-ready documents and related data to the Mail Provider for rendering, address verification and standardization (including National Change of Address, Coding Accuracy Support System, or similar checks), printing, and handoff to the United States Postal Service (“USPS”) or other logistics partners determined by the Mail Provider. Client acknowledges that delivery timing is not guaranteed, and Mailpieces may not be produced on weekends or postal holidays.
Client Responsibilities.
1. Recipient Data. Client is solely responsible for the accuracy, completeness, and legality of recipient data (including names and addresses) submitted in connection with Mail Requests. Address checks and standardization performed by the Mail Provider are not a guarantee of deliverability.
2. Content; Compliance. Client is solely responsible for (a) the legality, accuracy, and completeness of all Mail Content, (b) determining whether a Mailpiece is required or appropriate for Client’s purposes, and (c) ensuring all Mail Content, timing, and delivery methods comply with Applicable Law (including any notice, disclosure, or service requirements). EliseAI does not provide legal advice and does not verify whether any Mailpiece satisfies statutory notice or service-of-process requirements.
3. Approvals and Controls. To the extent the AIP Services include workflows that allow Client Users to generate or approve Mail Requests, Client is solely responsible for configuring, supervising, and controlling such workflows and for all Mail Requests submitted using Client’s credentials.
Fees; Payment. In addition to the Subscription Fees for the AIP Services, We will also charge You, and You shall be responsible for, the fees set forth in the relevant section or schedule of the applicable Order Form or SOW in connection with all payments processed through the Mail Services (such amounts, collectively, “Mail Fees”). You acknowledge and agree that EliseAI reserves the right to invoice You directly for any such amounts and, unless otherwise specified in the applicable Order Form or SOW, such invoices will be payable on a monthly basis in arrears at Net 30. The Parties acknowledge and agree that Subscription Fees for the AIP Services and Mail Fees shall not be subject to any caps or other pricing limitations, and shall be excluded from the calculation of any pricing floors or other minimums, set forth in the Agreement or in any applicable SOW, Order Form, or similar documents. Mail Fees are incurred upon submission and are non-refundable except as required by Applicable Law. Client may not withhold, offset, or deduct any Mail Fees due to any Mailpiece being delayed, returned, misdelivered, damaged, or lost. Client agrees that EliseAI may apply amounts it receives in connection with the Services to satisfy any undisputed past-due Mail Fees to the extent permitted by Applicable Law.
Disclaimers; Lost Mail. IN ADDITION TO ANY DISCLAIMER IN THE AGREEMENT OR THIS AIP ADDENDUM, ELISEAI MAKES NO WARRANTY THAT ANY MAILPIECE WILL BE DELIVERED OR DELIVERED BY A PARTICULAR DATE, OR THAT TRACKING/STATUS UPDATES WILL BE AVAILABLE OR ACCURATE.
Indemnification. In addition to any other indemnification obligations Client may have under the Agreement, Client shall indemnify, defend, and hold harmless EliseAI and its affiliates, and each of its and their respective owners, officers, employees, and agents from and against any Third Party Claims arising out of, as a result of, or relating to: (a) Mailpiece content, (b) inaccurate recipient/address data, (c) Client’s instructions regarding delivery, (d) the non-delivery, delay, return, misdelivery, loss, damage, or destruction of any Mailpiece, or (e) Client’s failure to comply with Applicable Law (including notice/service requirements). Notwithstanding anything to the contrary, Client’s indemnification obligations in this paragraph shall not be subject to any exclusions or limitations of liability set forth in the Agreement or elsewhere.

II.A.5. Insurance-Related Terms

Definitions.
1. “Compliance Provider” means a third-party vendor that provides insurance compliance monitoring services and/or tenant legal liability waiver coverage (or similar master/blanket coverage) to Client and/or its Subscription Communities in connection with the Insurance-Related Services. Compliance Providers may include Foxen Administration, LLC or other providers selected by EliseAI in its sole discretion.
2. “Insurance-Related Services” means certain features of the AIP Services that facilitate (a) resident access to renters’ insurance purchasing options through one or more Renters’ Insurance Vendors via an embedded workflow and (b) insurance compliance monitoring and tenant legal liability waiver coverage offerings made available through one or more Compliance Providers, which is optional and only provided if enabled by Client, as further described in these Insurance-Related Terms. The Insurance-Related Services also include the Renters’ Insurance Referral Services.
3. “Proof of Insurance” means documentation evidencing that a Resident has obtained renters’ insurance from a third-party insurer (including policy declarations pages and related materials).
4. “Resident” means any prospective or current resident, tenant, occupant, or applicant (including co-applicants, guarantors, or other authorized occupants, as applicable) of a Subscription Community, in each case to the extent interacting with, or impacted by, the Insurance-Related Services.
5. “Renters’ Insurance Referral Services” means the Resident-facing workflow made available through the Insurance-Related Services that allows Residents to (i) answer coverage preference questions, (ii) view an insurance quote or offer generated by a Renters’ Insurance Vendor via API, embedded link, or iFrame, and (iii) access the Renters’ Insurance Vendor’s systems to apply for or purchase a renters’ insurance policy, or alternatively upload Proof of Insurance.
6. “Renters’ Insurance Vendor” means a third-party vendor that offers individual renters’ insurance policies (i.e., HO-4 or similar) to Residents, and whose quote, offer, or application flow may be presented within the AIP Services as part of the Renters’ Insurance Referral Services.
7. “Waiver Program” means a tenant legal liability waiver program arranged by Client through a Compliance Provider, in accordance with Client’s terms or agreement with such Compliance Provider.
Scope of Use.
1. General. Client may use the Insurance-Related Services to support Client’s insurance-related workflows for Residents at Client’s Subscription Communities, including (a) presenting Residents with the option to obtain renters’ insurance through a Renters’ Insurance Vendor, (b) allowing Residents to upload Proof of Insurance, and (c) facilitating optional insurance compliance monitoring and Waiver Program-related workflows through a Compliance Provider, where applicable.
2. Embedded Referral Experience. In connection with the Renters’ Insurance Referral Services, Residents may provide information regarding desired insurance coverages and limits. Based on such inputs, the AIP Services may display a quote, offer, or pre-filled application generated by a Renters’ Insurance Vendor via an embedded technical integration (including, but not limited to, via API or iFrame). Residents will complete any purchase, payment, underwriting, issuance, servicing, renewals, and claims directly with the applicable Renters’ Insurance Vendor (and/or its issuing insurer), and not with EliseAI.
3. Proof-of-Insurance Option. The Insurance-Related Services may present Residents an option to upload Proof of Insurance from a third-party insurer. Client acknowledges and agrees that EliseAI may present the option to upload Proof of Insurance, and, to the extent a Resident chooses to upload Proof of Insurance, that EliseAI does not endorse, nor does it guarantee the accuracy or validity of, any uploaded Proof of Insurance. Client (and, where applicable, the Compliance Provider pursuant to Client’s agreement with such Compliance Provider) is solely responsible for reviewing, verifying, and determining whether any uploaded Proof of Insurance satisfies Client’s requirements and Applicable Law.
4. Agent/Back-Office Visibility. The Insurance-Related Services may provide Client Users with access within the AIP Services to certain insurance-related information or documents that are made available to EliseAI by Client, Residents, Renters’ Insurance Vendors, Compliance Providers, and/or third-party insurers (e.g., policy documents or Proofs of Insurance, or compliance indicators). Client acknowledges that such information will be provided by a third-party or entered directly by Client, and accordingly EliseAI does not guarantee the accuracy, completeness, timeliness, or availability of any such information. Client is solely responsible for (and assumes all risk relating to) reviewing, verifying, and relying on any such information and for making all determinations regarding compliance with Client’s requirements and Applicable Law.
5. Compliance Provider Functionality; Separate Contracting. If Client elects to use a Compliance Provider, Client must enter into a separate written agreement directly with the Compliance Provider governing the Waiver Program and/or insurance compliance monitoring services. Client further acknowledges that, pursuant to such agreement, Residents may be enrolled in the Waiver Program by default by Compliance Provider if such Residents do not provide Proof of Insurance meeting Client’s requirements. EliseAI’s role is limited to facilitating technical enablement and workflows within the Insurance-Related Services and EliseAI does not control the Compliance Provider’s determinations.
6. Compliance Monitoring and Waiver Program Workflows. If enabled by Client and the applicable Compliance Provider, the Insurance-Related Services may facilitate workflows relating to insurance compliance monitoring and the Waiver Program, including enabling the display of certain compliance indicators to Client Users and surfacing pathways for Residents to submit Proof of Insurance. As between EliseAI and Client, any compliance monitoring and Waiver Program administration (including any review of Proofs of Insurance, tracking of changes/cancellations, and determinations regarding whether a Resident is compliant with Client’s policies) are performed, if at all, by the applicable Compliance Provider solely pursuant to Client’s separate agreement with such Compliance Provider. EliseAI’s role is limited to providing technical enablement and workflow facilitation within the Insurance-Related Services, and EliseAI does not control and shall have no responsibility or liability for the Compliance Provider’s performance or determinations.
7. Waiver Program Enrollment and Resident Communications. To the extent the Waiver Program and/or insurance compliance monitoring services are enabled for a Subscription Community, Client acknowledges that (a) the Waiver Program may apply by default to Residents in accordance with Client’s agreement with the applicable Compliance Provider and the Waiver Program terms, and (b) Residents may receive communications regarding the Waiver Program, including lease addenda, disclosures, notices, and instructions to access a Compliance Provider portal to submit Proof of Insurance and/or purchase a renters’ insurance policy through options made available by or through the Compliance Provider, as applicable. Such communications may be delivered by the Compliance Provider, by EliseAI on Client’s or Compliance Provider’s behalf, or through the Insurance-Related Services. EliseAI does not draft, control, or independently verify the substance of Compliance Provider-provided communications and disclaims all liability for the content, accuracy, completeness, legality, or delivery thereof, including any Claims arising from or relating thereto.
Fees; Compensation.
1. Renters’ Insurance Referral Compensation. Client acknowledges that EliseAI may receive referral fees from a Renters’ Insurance Vendor in connection with Residents’ engagement with the Renters’ Insurance Referral Services. Such fees are paid by the Renters’ Insurance Vendor to EliseAI and do not constitute insurance premiums.
2. Compliance Provider Referral/Commercial Fees. To the extent Client contracts with a Compliance Provider to enable the Waiver Program or compliance monitoring services, Client acknowledges that EliseAI may receive referral fees or other compensation from the Compliance Provider in connection therewith. Such compensation is paid by the Compliance Provider to EliseAI and does not constitute insurance premiums.
3. Resident-Facing Disclosure. Client acknowledges and agrees that EliseAI may include disclosure language in connection with the Insurance-Related Services indicating that EliseAI may receive compensation in connection with (a) Residents’ engagement with a Renters’ Insurance Vendor quote workflow and/or (b) Client’s selection of, or relationship with, a Compliance Provider. Client will not remove, obscure, or disable such disclosures where presented by EliseAI.
4. Vendor Fees; Premiums. Any premiums, fees, charges, deductibles, or other amounts payable in connection with any renters’ insurance policy or the Waiver Program are determined by the applicable Renters’ Insurance Vendor, Compliance Provider, and/or issuing insurer, and are not controlled by EliseAI.
Client Responsibilities.
1. No Insurance Advice; No Reliance. Client is solely responsible for determining whether Residents are required to maintain renters’ insurance, the applicable coverages and minimum limits, and how any such requirements are communicated and enforced. Client agrees that it will not rely on the Insurance-Related Services as a substitute for legal, regulatory, compliance, risk management, or insurance advice.
2. Lease Language; Notices; Disclosures. Client is solely responsible for ensuring that all lease language, addenda, notices, resident-facing explanations, and communications regarding (a) renters’ insurance requirements, (b) Proof of Insurance submissions, and (c) any Waiver Program comply with Applicable Law and, where applicable, any contractual requirements imposed by Compliance Providers.
3. Accuracy of Inputs. Client is solely responsible for the accuracy, completeness, timeliness, and legality of all Client Data and any instructions provided through the AIP Services that affect insurance workflows, including any resident lists, unit lists, ledger configuration, coverage minimums, Waiver Program elections, compliance thresholds, and any other configurations or business rules established by Client.
4. Ledger Access; Charges; Program Actions. If Client elects to use a Compliance Provider arrangement that, pursuant to Client’s agreement with the Compliance Provider, requires the Compliance Provider to access or initiate actions against the general ledger or resident ledger in the AIP Services (including posting charges or updating status, and including through the Property Accounting Services (as defined in the Property Accounting Terms) where applicable), Client is solely responsible for (a) ensuring that any such actions are permitted under Applicable Law and the applicable Resident lease terms, and (b) reviewing and approving any resulting postings, charges, notices, or records as necessary. EliseAI does not control the Compliance Provider’s determinations and is not responsible for any compliance decisions or Waiver Program determinations made by the Compliance Provider.
5. Vendor Terms. EliseAI may contract directly with Renters’ Insurance Vendors to enable the Renters’ Insurance Referral Services. Any renters’ insurance policy is solely between the Resident and the applicable Renters’ Insurance Vendor and/or issuing insurer and is subject to such provider’s terms, privacy policy, and underwriting requirements. Any Waiver Program and/or insurance compliance monitoring services are provided by the applicable Compliance Provider pursuant to Client’s separate agreement with such Compliance Provider and any applicable program terms, and not by EliseAI. Client is responsible for ensuring Residents are presented with (and where required, accept) applicable end-user terms and notices (including any Compliance Provider terms or program disclosures, where applicable) and for complying with any usage requirements EliseAI communicates, as applicable, in connection with enabling the Insurance-Related Services.
No Insurance Services by EliseAI.
1. No Insurer; No Producer; No Brokerage. Client acknowledges and agrees that EliseAI is not an insurance company, insurer, underwriter, broker, agent, producer, adjuster, or claims administrator, and does not sell, solicit, negotiate, bind, or service insurance. EliseAI does not provide insurance advice and does not assess the adequacy of any Resident’s coverage for Client’s needs. Client acknowledges that EliseAI does not endorse any Renters’ Insurance Vendor or Compliance Provider.
2. Vendor Responsibility. All insurance products, coverages, quotes, offers, eligibility determinations, underwriting decisions, policy administration, renewals, cancellations, claims handling, and related services are provided solely by the applicable Renters’ Insurance Vendor, Compliance Provider, and/or issuing insurer pursuant to their terms (and, in the case of a Compliance Provider, Client’s separate agreement with such Compliance Provider). EliseAI has no responsibility or liability for any such vendor’s acts or omissions, including any denial of coverage, pricing, underwriting outcomes, policy terms, portal availability, or claims determinations.
3. No Guarantee of Compliance. Any compliance indicators or insurance “status” displayed in the AIP Services (whether derived from Renters’ Insurance Vendors, Compliance Providers, Client uploaded documentation or data, or other sources) are provided for convenience only and may be incomplete, delayed, inaccurate, or unavailable. Client remains solely responsible for ensuring that Residents satisfy Client’s insurance requirements and for making any compliance determinations for Client’s business purposes.
Indemnification. In addition to any other indemnification obligations Client may have under the Agreement, Client shall indemnify, defend, and hold harmless EliseAI and its affiliates, and each of its and their respective owners, officers, employees, and agents from and against any Third Party Claims arising out of, as a result of, or relating to: (a) Client’s insurance requirements, coverage minimums, lease provisions, or lease addenda, and notices, disclosures, or enforcement actions related to the same (including any actions relating to Client’s Waiver Program or any determination that a Resident is compliant or non-compliant); (b) Client’s relationship with, or separate agreement(s) with, any Compliance Provider (including the implementation, administration, billing, or enforcement of any Waiver Program and any related charges or ledger postings); (c) inaccurate, incomplete, misleading, or improperly configured Client Data or instructions affecting insurance workflows; or (d) Client’s misuse of the Insurance-Related Services or violation of Applicable Law in connection therewith. Notwithstanding anything to the contrary, Client’s indemnification obligations in this paragraph shall not be subject to any exclusions or limitations of liability set forth in the Agreement or elsewhere.
Disclaimers. IN ADDITION TO ANY DISCLAIMER IN THE AGREEMENT OR IN THIS AIP ADDENDUM, ELISEAI DOES NOT WARRANT THAT (A) ANY RESIDENT WILL OBTAIN COVERAGE, (B) ANY POLICY WILL MEET CLIENT’S REQUIREMENTS, (C) ANY PROOF OF INSURANCE WILL BE ACCEPTED BY A RENTERS’ INSURANCE VENDOR, COMPLIANCE PROVIDER, OR ISSUING INSURER, OR (D) ANY WAIVER PROGRAM WILL OPERATE WITHOUT ERROR OR INTERRUPTION. ELISEAI DISCLAIMS ANY AND ALL LIABILITY WITH RESPECT TO THE ACTS OR OMISSIONS OF ANY RENTERS’ INSURANCE VENDOR OR COMPLIANCE PROVIDER.
Suspension; Changes.
1. Changes to Vendors/Workflows. Client acknowledges that EliseAI may, in its sole discretion, add, remove, or replace Renters’ Insurance Vendors and/or Compliance Providers, or modify the Insurance-Related Services workflow (including the embedded quote experience), from time to time.
2. Suspension for Misuse or Risk. EliseAI may suspend or disable the Insurance-Related Services (in whole or in part) if EliseAI reasonably determines such action is necessary to (a) comply with Applicable Law, (b) mitigate legal risk or regulatory burden, (c) address suspected fraud or misuse, or (d) respond to Renters’ Insurance Vendor or Compliance Provider requirements.

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II.B - PROPERTY ACCOUNTING

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II.B.1. Property Accounting Terms

Definitions.
1. “Bank Connectivity Providers” has the meaning ascribed to it in Section 4 of these Property Accounting Terms.
2. “Property Accounting Services” means the accounting and financial management features of the AIP Services that allow Client to record, track, reconcile, and report on financial activity for Client and Client's Subscription Communities, including budgeting, general and resident ledger management, bank integrations, reporting, and related functionality.
Scope of Use. Client may use the Property Accounting Services to manage core accounting and financial operations for Client at Client's Subscription Communities. This may include creating and tracking journal entries manually or through templates; viewing, creating, editing, and managing charts of Client’s accounts, entities, and accounting structures; entering budgeted line items and generating budgets based on variables such as market rent, occupancy, renovations, amenities, and expenses; managing spending against budgets; accessing financial and operational reports tied to the general ledger, resident activity, and property activity, including report detail by category; managing period closings, including month end processes and book closures; connecting to Client bank accounts to receive and store transaction details; mapping and reconciling bank transactions; and maintaining a record of all transactions and journal entries. Client acknowledges and agrees that Client has and shall retain sole responsibility for its accounting, financial reporting, fiduciary, and regulatory obligations, including the establishment and maintenance of appropriate internal controls. Use of the Property Accounting Services does not relieve Client of any such responsibilities. The Property Accounting Services are provided for administrative convenience only and do not constitute accounting, tax, legal, or other professional advice, and are not a substitute for Client’s internal controls or professional judgment.
Responsibilities of Client. Client is solely responsible for the accuracy, completeness, timeliness, categorization, and legality of all data, information, entries, classifications, charge codes, configurations, and instructions provided through the AIP Services, including any data used for accounting, bookkeeping, reporting, or other financial management purposes, whether provided manually, automatically, or via third-party integrations. All outputs generated by the Property Accounting Services are derived directly from Client-provided inputs. EliseAI does not verify, validate, audit, reconcile, or monitor Client data, does not detect or correct errors or inconsistencies, and has no obligation to notify Client of any discrepancies. Inaccurate or incomplete inputs may result in inaccurate, misleading, or unusable outputs, and EliseAI shall have no liability for any decisions, actions, or omissions taken in reliance on such outputs. Client remains solely responsible for reviewing, verifying, and correcting all data and outputs.
Bank Connectivity; Third-Party Data. If the Property Accounting Services connect to banks or import balances/transactions through a third-party data aggregation or authentication provider or any financial institution (collectively, “Bank Connectivity Providers”), Client acknowledges that such services and data are provided by those Bank Connectivity Providers, not EliseAI. EliseAI does not control and is not responsible for the availability, security, or performance of any Bank Connectivity Provider. Imported balances and transaction data may be delayed, incomplete, duplicated, inaccurate, or unavailable, and EliseAI does not independently verify such data. Client is solely responsible for reviewing and validating all data imported from Bank Connectivity Providers and any actions taken in reliance on such data, including reconciliations and reporting.
No Accounting, Bookkeeping, or Audit Services. The Property Accounting Services provides automated tools to record, organize, and display financial information based on Client inputs. Client acknowledges and agrees that EliseAI does not provide through the AIP Services accounting, bookkeeping, auditing, tax, legal, or financial advisory services, and does not represent that any outputs comply with applicable accounting standards, tax rules, or regulatory requirements, including, without limitation, GAAP or IFRS. Client is solely responsible for reviewing and validating all financial information and outputs generated through the Property Accounting Services.
Indemnification. In addition to any other indemnification obligations Client may have under the Agreement, Client shall indemnify, defend, and hold harmless EliseAI and its affiliates, and each of its and their respective owners, officers, employees, and agents from and against any Third Party Claims arising out of, as a result of, or relating to: (i) inaccurate, incomplete, misleading, or improperly classified data, entries, or instructions submitted by or on behalf of Client through the Property Accounting Services; (ii) Client’s use of or reliance upon general ledger, accounting, or financial outputs generated from such data; or (iii) Client’s failure to comply with applicable accounting, tax, financial reporting, or recordkeeping obligations. Notwithstanding anything to the contrary, Client’s indemnification obligations in this paragraph shall not be subject to any limitation of liability set forth in the Agreement or elsewhere. Notwithstanding anything to the contrary, Client’s indemnification obligations in this paragraph shall not be subject to any exclusions or limitations of liability set forth in the Agreement or elsewhere.
Intellectual Property. For the avoidance of doubt, all accounting, financial, computational, and reporting methodologies, algorithms, logic, models, workflows, and processes embodied in or used in connection with the Property Accounting Services constitute EliseAI Technology under the Agreement, and no rights therein are granted to Client except as expressly set forth in the Agreement.

II.C. ACCOUNTS PAYABLE

II.C.1. Accounts Payable Terms

Definitions.
1. “ACH” means the Automated Clearing House Network.‍
2. “ACH Transaction” means a Transaction in which Client initiates an electronic funds transfer to a Payee through the ACH.
3. “Accounts Payable Platform” means the component of the Accounts Payable Services comprising an online software platform, websites, portals, APIs, and related user interfaces provided by EliseAI through which Client may access and use the other Accounts Payable Services, including, without limitation, initiating Transactions, managing payment preferences and Payee onboarding information, viewing payment history, and generating reports.
4. “Accounts Payable Services” means the feature of the AIP Services that enable Client to manage accounts payable workflows and initiate payments to Payees through the Payment Processor, which payments may include, as enabled for Client, ACH, Virtual Card, and/or Check payments. For the avoidance of doubt, the Accounts Payable Services are a technology interface, and EliseAI does not provide payment processing, money transmission, or banking services, which are provided by the applicable Payment Processor.
5. “AP Processing Fees” has the meaning ascribed to it in Section 3.1 of these Accounts Payable Terms.
6. “AP Adjustments and Related Fees” has the meaning ascribed to it in Section 3.1 of these Accounts Payable Terms.
7. “Business Day” means Monday through Friday, excluding federal banking holidays and any day on which the ACH is not operating.
8. “Check” means a paper check (or electronic check product, if offered) issued or facilitated by the Payment Processor (or its Third-Party Provider) to a Payee in connection with a Transaction.
9. “Due Date” means the date reflected on a Payee’s invoice, statement, or other billing record as the date payment is due (excluding any grace period or “late date”).
10. “Expedited Payment” has the meaning ascribed to it in Section 4.9 of these Accounts Payable Terms.
11. “Materials” has the meaning ascribed to it in Section 4.18 of these Accounts Payable Terms.
12. “NACHA” means the National Automated Clearing House Association.
13. “NSF” means non-sufficient funds.
14. “NSF Fee” means any fee charged by the Payment Processor, an ODFI, RDFI, or other third-party when an ACH Transaction is returned due to non-sufficient funds in Client’s Payment Account.
15. “ODFI” means the Originating Depository Financial Institution, which is the financial institution that receives payment instructions and forwards entries to the ACH.
16. “Payment Instruction” means the information provided or made available by Client through the Accounts Payable Services that is necessary to initiate a Transaction (including, as applicable, Payee name, Payee Account, bank routing number, amount, and Scheduled Payment Date), which EliseAI may transmit to the Payment Processor on Client’s behalf.
17. “Payee” means any vendor, service provider, individual, or other recipient that Client designates to receive a payment through the Accounts Payable Services, including, without limitation, residents or tenants receiving refunds.
18. “Payee Account” means the designated account of Payee into which payments will be deposited or directed.
19. “Payment Account” means Client’s designated bank account with the Payment Processor (or other funding source approved by the Payment Processor) from which Transactions are funded and debited.
20. “Payment Card Networks” means all card associations, including, without limitation, Visa, Discover, MasterCard, and American Express. ‍
21. “Payment Processor” means the third-party payment service provider engaged by EliseAI from time to time to facilitate Transactions in connection with the Accounts Payable Services, which may include, without limitation, Centavo Inc. DBA Payabli, together with its affiliates, successors, and permitted assigns. EliseAI may add, remove, or replace any Payment Processor in its discretion. For the avoidance of doubt, EliseAI is not a Payment Processor.
22. “Payments Processor Permitted Purposes” has the meaning ascribed to it in Section 9.1 of these Accounts Payable Terms.
23. “Processor Terms” means the terms and agreement(s) between Client and the Payment Processor applicable to Client’s use of payment processing and payout services (including any sub-merchant, payout services, custodial account, or similar agreement), as may be updated from time to time.
24. “Protected Information” has the meaning ascribed to it in Section 4.16 of these Accounts Payable Terms.
25. “RDFI” means the Receiving Depository Financial Institution, which is the financial institution that receives ACH entries and posts such entries to the accounts of Payees.
26. “Reg GG” has the meaning ascribed to it in Section 4.15 of these Accounts Payable Terms.
27. “Returned Entries” means any Transactions returned from an RDFI.
28. “Reserve Account” means any reserve, holdback, or similar account or balance that the Payment Processor (or its financial institution partners) may require Client to establish, fund, or maintain in connection with Client’s use of the Accounts Payable Services, including to address risk, returns, reversals, fees, or other amounts that may become due under the Processor Terms. For the avoidance of doubt, EliseAI does not receive, hold, control, or maintain any Reserve Account.
29. “Rules” means all applicable network and payment system rules, standards, and operating regulations, including without limitation the NACHA Operating Rules & Guidelines and, if Virtual Cards are enabled, applicable Payment Card Network rules and PCI DSS requirements.
30. “Scheduled Payment” means a Transaction that has been scheduled through the Accounts Payable Services but has not yet been submitted for processing to the Payment Processor.
31. “Scheduled Payment Date” means the date selected by Client for initiation of a Scheduled Payment. If the Scheduled Payment Date is not a Business Day, the Scheduled Payment Date will be adjusted to the next Business Day (or such other processing day as supported by the Payment Processor for the selected payment method).
32. “Separate Community Approval” has the meaning ascribed to it in Section 2.4 of these Accounts Payable Terms.
33. “Transaction” means a payment initiated by Client through the Accounts Payable Services to a Payee, using a payment method made available by the Payment Processor, and includes related adjustments or reversals where applicable and permitted.
34. “Vendor Tracking Feature” has the meaning ascribed to it in Section 13 of these Accounts Payable Terms.
35. “Virtual Card” means a virtual, tokenized, or other non-physical payment card credential (which may be single-use or otherwise restricted) used to pay a Payee in connection with a Transaction, made available by the Payment Processor (and, as applicable, its program partners) and subject to the Rules and Processor Terms.
Overview of Services
1. Overview. The Accounts Payable Services are a technology solution provided by EliseAI that enables Client to manage accounts payable workflows and to initiate payments to Payees through an integrated Payment Processor. The Accounts Payable Services and Accounts Payable Platform may interoperate with Third-Party Providers used to facilitate Transactions. FOR THE AVOIDANCE OF DOUBT, ELISEAI IS NOT THE PROVIDER OF ANY MONEY TRANSMISSION SERVICES AND AT NO TIME RECEIVES, HOLDS, OR CONTROLS CLIENT FUNDS. Payment processing, settlement, and any movement of funds are performed by the Payment Processor and its financial institution partners and are governed by the Processor Terms.
2. Processor Requirements. Client’s use of the Accounts Payable Services is conditioned upon (a) Client’s execution (including electronic acceptance, as applicable) and ongoing compliance with the Processor Terms (including, without limitation, any payout services, sub-merchant, custodial account, or similar terms presented by the Payment Processor) and (b) Client’s completion of any onboarding, underwriting, “know your customer,” identity verification, or other diligence processes required by the Payment Processor, which may include, but is not limited to, a copy of the corporate governmental filings, bank statements and/or invoices, a business profile, a management agreement, and information regarding beneficial owners and certain officers or directors. Client acknowledges and agrees that the Payment Processor may impose requirements and restrictions (including transaction limits, delays, holds, reserves, or other risk controls) as set forth in the Processor Terms. EliseAI does not control, and is not responsible for, the Payment Processor’s onboarding, underwriting, review processes, qualification criteria, risk controls, or decisions, including any approval, denial, suspension, termination, reserves, holds, transaction limits, or delays imposed by the Payment Processor. If Client does not execute the Processor Terms, does not complete required onboarding, or does not qualify under the Payment Processor’s requirements, EliseAI may suspend or terminate the Accounts Payable Services without liability to Client. Client further authorizes EliseAI to (a) transmit Payee onboarding and payment preference information (including Payee Account details) to the Payment Processor and (b) contact Payees on Client’s behalf to facilitate Payee onboarding.
3. Authorization. Client hereby appoints EliseAI as its authorized agent to receive Payment Instructions from Client and transmit such Payment Instructions and related information to the Payment Processor for processing, and EliseAI accepts such appointment. The Payment Processor and its financial institution partners are responsible for processing Transactions, settlement activities, and any debits/credits to Client’s Payment Account pursuant to the Processor Terms. To the extent EliseAI makes available, and Client enables, recurring or “auto-pay” functionality, Client authorizes EliseAI to transmit recurring Payment Instructions to the Payment Processor and authorizes the Payment Processor to debit Client’s Payment Account (and, if applicable, Reserve Account) pursuant to the Processor Terms until Client cancels such functionality, subject to Applicable Law, the Rules, and the Processor Terms. Client acknowledges and agrees that availability, timing, cancellation, and reversal of recurring payments may vary by payment method and may be subject to limitations, delays, or holds under the Processor Terms. Client represents and warrants that each Payment Instruction is authorized by Client and any applicable Subscription Community owner, and that Client has all rights and approvals necessary to initiate the Transaction.
4. Separate Subscription Community Onboarding. To the extent made available by the Payment Processor, Client may request that one or more individual Subscription Communities be separately considered for onboarding, underwriting, approval, and/or configuration for payment functionality (each, a “Separate Community Approval”), provided that each such Subscription Community is owned or controlled by a distinct legal entity (or such other structure as the Payment Processor may permit). Client acknowledges that any Separate Community Approval is subject to the Payment Processor’s review and approval in its sole discretion. In the event the Payment Processor agrees to onboard, underwrite or approve an individual Subscription Community or its owner entity, Client represents, warrants, and covenants that, with respect to such Subscription Community, Client has the requisite legal power, right, and authority to bind (a) the Subscription Community owner entity and/or (b) any applicable Owner of such Subscription Community to the Agreement and these Accounts Payable Terms as a “Client” hereunder and, to the extent applicable and/or required by the Payment Processor, to the Processor Terms. Client further acknowledges that the Payment Processor may require each such Subscription Community and/or owner entity to provide information, documentation, consents (including beneficial owner information), and to complete any onboarding or underwriting steps required by the Payment Processor and its Third-Party Providers. For the avoidance of doubt, EliseAI does not control and is not responsible for the Payment Processor’s Separate Community Approval process or decisions.
5. Changes; Availability. EliseAI and/or the Payment Processor may add, remove, or modify features, payment methods, limits, or workflows to or from the Accounts Payable Services from time to time (including based on Third-Party Provider requirements) with or without notice to Client. The Accounts Payable Services may be temporarily unavailable due to maintenance, outages, or factors beyond EliseAI’s reasonable control, and Client shall remain responsible for making payments through other means if necessary.
Fees; Adjustments. In addition to the Subscription Fees for the AIP Services, EliseAI, or, as the case may be, the Payment Processor, will also charge Client, and Client shall be responsible for, the fees set forth in Schedule C or other relevant section of the applicable Order Form, SOW, fee schedule, or similar ordering document in connection with Client’s use of the Accounts Payable Services, including, without limitation, per-Transaction fees and any other usage-based fees (collectively, “AP Processing Fees”). Client acknowledges and agrees that the Payment Processor may collect some or all AP Processing Fees in connection with Transactions (including by debiting Client’s Payment Account and/or deducting such amounts from funds otherwise processed or settled), and that EliseAI and Payment Processor may have commercial arrangements under which a party’s compensations may be calculated in relation to such AP Processing Fees or other amounts Client owes hereunder. To the extent not addressed in AP Processing Fees, Client shall be responsible for additional amounts arising from or relating to Transactions, including, without limitation, (i) rejects, Returned Entries, NSF Fees, reversals, stop-payment requests (if available), reissued checks (if applicable), or similar adjustments, and (ii) any chargeback, dispute, retrieval request, return, reversal, or similar adjustment relating to a Transaction (including, if applicable, Virtual Card Transactions), in each case as assessed under the Processor Terms, the Rules, Applicable Law, or by Third-Party Providers (collectively, “AP Adjustments and Related Fees”), and Client agrees to authorize the Payment Processor to debit any AP Adjustments and Related Fees from Client’s Payment Account (and, if applicable, Reserve Account) pursuant to the Processor Terms. Client acknowledges that the Payment Processor and/or Third-Party Providers may also charge fees to Payees for certain delivery methods or accelerated payments as disclosed through the Accounts Payable Services, the Payment Processor’s interfaces, or the Processor Terms. EliseAI reserves the right, in its sole discretion, to either (a) cause the Payment Processor to assess and debit such amounts pursuant to the Processor Terms, (b) invoice Client directly for any such amounts, and/or (c) offset any amounts owed by Client to EliseAI in connection with the Accounts Payable Services against any amounts otherwise payable by EliseAI to Client (if any) under the Agreement. The Parties acknowledge and agree that AP Processing Fees and AP Adjustments and Related Fees shall not be subject to any caps or other pricing limitations and shall be excluded from the calculation of any pricing floors or other minimums set forth in the Agreement or in any applicable Order Form, SOW, or similar document. Due to changes in card association buy rates, acquirer fees, and other costs beyond EliseAI’s reasonable control, AP Processing Fees may be adjusted or added by EliseAI at any time to recoup EliseAI’s additional mandatory expenses in providing the Accounts Payable Services; provided that any such fee increases shall not exceed EliseAI’s total costs resulting from such additional expenses. EliseAI shall provide Client with thirty (30) days’ written notice before implementing any changes in the amounts of AP Processing Fees. Notwithstanding the thirty (30) day notice period above, if Client’s Payment Processing account is suspended, disabled, or otherwise made unavailable by EliseAI or the Payment Processor, or if Client stops using the Payment Processing account, then when access or use is restored (or Client resumes use), the AP Processing Fees then in effect will apply.
Client Obligations.
1. Scope of Use. Client may use the Accounts Payable Services to (a) manage accounts payable workflows and (b) initiate, via the Payment Processor, ACH Transactions, Virtual Card payments, Check payments, and any other payment methods the Accounts Payable Services may support from time to time, solely for Client’s internal business purposes and solely in connection with the Subscription Communities identified in the applicable Order Form, SOW, or similar document. For the avoidance of doubt, Client will not use the Accounts Payable Services for personal, family, or household purposes and shall not use the Accounts Payable Services on behalf of, or for the benefit of, any other person.
2. Setup; Onboarding. Client shall timely complete the Payment Processor’s onboarding, KYC, underwriting, and approval processes under the Processor Terms as a condition to use of the Accounts Payable Services and enablement of payment functionality. Client further acknowledges that onboarding may occur through a Payment Processor–provided flow, including via a link made available through the Accounts Payable Services or otherwise provided by EliseAI. Following the Payment Processor’s approval, EliseAI may be required to perform configuration steps within EliseAI’s systems to enable Client’s access to Accounts Payable functionality (including mapping of funding sources and permissions). Client is responsible for timely providing all information required by EliseAI and/or the Payment Processor for onboarding and configuration. EliseAI is not responsible for delays or failures to enable payment functionality to the extent caused by Client’s failure to timely provide required information or complete onboarding, or by acts or omissions of the Payment Processor or other Third-Party Providers. Unless expressly stated otherwise in the Agreement or an applicable Order Form, SOW, or similar document, any implementation or setup fees are non-refundable even if the Payment Processor declines, delays, suspends, or terminates approval.
3. Submitting Payment Instructions. Client is solely responsible for (a) the accuracy and completeness of all Payment Instructions and Payee onboarding information, (b) selecting any Scheduled Payment Date, (c) ensuring that it has all necessary rights and authorizations to initiate each Transaction, and (d) ensuring sufficient funds are available in the Payment Account (and Reserve Account, if applicable) to fund Transactions and any related fees, returns, reversals, disputes, or adjustments. Client acknowledges that any delivery, funding, or settlement estimates that may be shown in the Accounts Payable Platform are informational only and may vary based on payment method, Payee information, cut-off times, bank/network processing, Payment Processor review, holds, or other risk controls permitted under the Processor Terms. Client represents and warrants that (i) all Payment Instructions and Payee onboarding information submitted or approved by Client are true, accurate, current, and complete, (ii) at the time each Transaction is initiated, Client has (and will maintain) sufficient funds or available credit in the Payment Account (and Reserve Account, if applicable) to fund the Transaction and applicable fee, and (iii) for ACH Transactions, Client has complied with all the warranties set forth in the NACHA Rules as applicable to Client as an originator (as such term is used in the NACHA Rules). Client further agrees to retain the authorizations for initiating each Transaction for two (2) years after termination or revocation of such authorization or for such other period as required by the NACHA Rules. Client agrees that each Payment Instruction sent after the effective date of an update to these terms shall constitute Client’s ratification of, and consent to, the then-current version of these Accounts Payable Terms.
4. Change of Payment Accounts. Client represents, warrants, and covenants that (a) Client owns the Payment Account; (b) Client has the right to use the funds in the Payment Account to fund a payment indicated in the Payment Instruction; and (c) that the Payment Account will not be subject to any lien, security interest, control agreement, or other limitation or restriction that may prevent access to the funds associated with the Payment Account. Client acknowledges that the ability to add, connect, update, or replace its Payment Account (including any bank account used to fund Transactions) may be supported either (a) through the Payment Processor’s onboarding and/or account management tools pursuant to the Processor Terms and/or (b) through functionality made available within the Accounts Payable Services, as enabled by EliseAI from time to time. Client authorizes EliseAI, as Client’s agent, to transmit to the Payment Processor Client’s instructions and information necessary to add, connect, update, or remove a Payment Account, and Client acknowledges that any such changes are subject to the Payment Processor’s verification, approval, and processing under the Processor Terms (and may require re-verification, additional documentation, or new authorizations). Client acknowledges that unless such functionality is enabled within the Accounts Payable Services, Payment Account changes may need to be made through the Payment Processor’s tools or processes and that EliseAI has no obligation to transmit information relating to Payment Account management functionality within the Accounts Payable Services unless otherwise agreed to in writing. Client is solely responsible for maintaining accurate Payment Account information and for any fees, returns, delays, holds, or failures arising from inaccurate, outdated, or incomplete Payment Account information or from Payment Processor verification or risk controls. For the avoidance of doubt, EliseAI shall not be responsible for the Payment Processor’s acceptance, rejection, timing, or implementation of any Payment Account change.
5. Funding of Settlement for Payment Instructions. For each Payment Instruction submitted by Client, Client shall ensure that the Payment Account has sufficient funds for the full amount of each Payment Instruction and Client shall not otherwise block or prevent execution of the Payment Instructions. Client shall not submit a Payment Instruction that will cause Client to exceed the available funds in Client’s Payment Account at the time such Payment Instruction is submitted to EliseAI. Neither EliseAI nor any Payment Processor shall be obligated to provide the Accounts Payable Services or otherwise process a payment (or relay Payment Instructions) to Payee until Client has irrevocably provided good funds in the full amount of such Payment Instruction, plus any applicable fees, in the Payment Account. Client acknowledges that its bank may charge Client NSF Fees or similar fees if it does not have sufficient funds to complete a Transaction and Client holds EliseAI harmless for any such fees incurred in connection with Accounts Payable Services. Client is solely responsible for maintaining an adequate balance in or associated with its Payment Account to avoid any overdraft, NSF Fees or similar fees.
6. Editing Payment Data. Client authorizes EliseAI and/or the Payment Processor to edit, normalize, reformat, or otherwise alter Payment Instructions, payment data or data formats included in Payment Instructions solely as reasonably necessary to facilitate processing or delivery of Transactions (including to conform to Payment Processor, bank, network, or other Third-Party Provider requirements) and Client holds EliseAI and the Payment Processor harmless for any such alterations except to the extent caused by EliseAI and/or Payment Processor’s gross negligence or willful misconduct. Notwithstanding the foregoing, Client shall remain responsible for errors caused by inaccurate or incomplete information provided by Client or a Payee.
7. Payee Onboarding. Client acknowledges that it is solely responsible for Payee selection and for ensuring Payee information is accurate (whether entered by Client directly into the Accounts Payable Platform or provided/confirmed by the Payee). Client authorizes, and warrants that it has obtained all necessary authorizations from the Payees in connection with, the following activities: (a) EliseAI, the Payment Processor, and/or Third-Party Providers may contact Payees to facilitate onboarding, confirm delivery preferences, validate Payee information, or resolve payment delivery issues, and (b) EliseAI may create, maintain, and store Payee records within the Accounts Payable Platform and may make available to Payees onboarding workflows or links (including links delivered by email, SMS, or within the Accounts Payable Platform) to allow Payees to provide or confirm onboarding and payment delivery information, and that such workflows or links may be subsequently used to submit information to the Payment Processor or Third-Party Providers. Notwithstanding the foregoing, Client is solely responsible for its relationship with Payees (including validating Payee identity and resolving any disputes regarding goods/services or amounts owed). Client represents and warrants that amounts submitted for payment are bona fide obligations owed to the Payee (or valid refunds), and that Client is responsible for resolving any dispute with any Payee regarding goods, services, or amounts owed.
8. Scheduling; Due Dates. Client is responsible for selecting and approving Scheduled Payment Dates sufficiently in advance of any Due Date. To the extent that EliseAI or Payment Processor makes available any functionality that suggests or automatically schedules payments based on a Due Date (or other Payee invoice data), Client acknowledges such functionality is provided for convenience only, may rely on information provided by Client or Payees (which may be incomplete or inaccurate), and does not guarantee that a payment will be delivered or received by any particular date. Client acknowledges that processing times may vary based on payment method, Payee onboarding status, cut-off times, and Payment Processor and Third-Party Provider processing, reviews, holds, or other risk controls permitted under the Processor Terms. Client remains responsible for any late fees, penalties, or consequences arising from Client’s scheduling decisions or the timing of payment delivery, including for check delivery which cannot be guaranteed.
9. Expedited Payments. To the extent EliseAI makes available through the Accounts Payable Services an expedited or accelerated payment feature (including, without limitation, same-day ACH or other accelerated processing methods) (each, an “Expedited Payment”), Client may request, or permit a Payee to request, expedited processing of a Transaction using the Accounts Payable Services. Client acknowledges that while Expedited Payments are facilitated through the Accounts Payable Services, such Transactions are processed by the Payment Processor and its Third-Party Providers pursuant to the Processor Terms, and that Expedited Payments may be available only for certain payment methods, Payees, Transaction types, dollar limits, or Subscription Communities. Client further acknowledges that Expedited Payments may be subject to additional cut-off times, review, verification, holds, limits, or other requirements imposed by the Payment Processor or its Third-Party Providers pursuant to the Processor Terms, Applicable Law, or the Rules, and that the Payment Processor may approve, decline, delay, return, reverse, or otherwise restrict an Expedited Payment request as permitted or required under the Processor Terms, Applicable Law, or the Rules. Client further acknowledges that Expedited Payments may involve additional fees charged to Client and/or, as applicable, to the Payee (which may be charged to Client or separately to the Payee or deducted from the amount delivered to the Payee (as applicable)), including fees imposed by the Payment Processor, Payee’s financial institution, the applicable payment rail, or other Third-Party Providers. Client is solely responsible for ensuring sufficient funds are available in the Payment Account (and, if applicable, any Reserve Account) to fund an Expedited Payment and any related fees, returns, reversals, or adjustments. Expedited processing does not guarantee that a Payee will receive funds by any particular time or date and may be impacted by Payee onboarding status, Payee Account accuracy, bank/network processing, and Payment Processor risk controls. Once an Expedited Payment request is submitted for processing, it may not be capable of being modified or canceled, and any cancellation, reversal, or stop request (if available) will be subject to the Processor Terms, Applicable Law, and the Rules. EliseAI does not control, and is not responsible for, the Payment Processor’s or any Third-Party Provider’s decisions, processing timelines, or any Payee-side fees or disclosures required or implemented in connection with Expedited Payments.
10. Transaction Modification; Cancellation; Stop-Payment. Client acknowledges that once Payment Instructions are submitted to the Payment Processor (and/or, as applicable, to the ACH, a card network, a check vendor, or other Third-Party Provider), it may not be capable of being modified or canceled. If Client requests cancellation, reversal, or stop-payment (if available), EliseAI and/or the Payment Processor may use commercially reasonable efforts to assist, but such requests are not guaranteed and may be subject to timeframes, forms, and fees under the Agreement, Processor Terms, the Rules, and Applicable Law. Neither EliseAI nor Payment Processor shall have any liability if it fails to effect such request. Client shall reimburse, indemnify and hold harmless EliseAI for any expenses that EliseAI, the Payment Processor or ODFI, may incur as the result of the issuance of duplicate transactions or in effecting the cancellation or amendment of a Transaction. Client agrees to notify the Payee of any reversing Transaction initiated to correct any Transaction that Client previously initiated in error. Client acknowledges that stop-payment requests (including for Checks) may require completion of additional forms, written requests, identity verification, and/or submission within specific timeframes and may incur additional fees, in each case as determined by the Payment Processor, the Rules, and Applicable Law. Client further acknowledges that once a Check has been printed, mailed, deposited, or presented for payment, stop-payment may be unavailable or ineffective.
11. Identifying Numbers. Client acknowledges that EliseAI, the Payment Processor, and/or financial institutions involved in processing Transactions may rely solely on identifying numbers (including routing and account numbers) provided by Client or a Payee to determine the applicable financial institution and account, even if such numbers identify a different bank or account holder than the name provided.
12. Returned Entries; NSF; NOC. Client acknowledges that Transactions may be rejected, returned, or reversed for many reasons, including NSF, incorrect Payee Account information, closed accounts, notices of change, or any other reason. Client may be assessed NSF Fees and other return-related fees by the Payment Processor, an ODFI, an RDFI, or other Third-Party Providers, and, pursuant to the Processor Terms, Client may be required to authorize the Payment Processor to debit such amounts from Client’s Payment Account (and, if applicable, Reserve Account). EliseAI shall have no liability to Client or Payee for the rejection of any request. Client shall be solely responsible for resolving payment issues with Payees and for taking corrective actions required by the Rules, Applicable Law, or Processor Terms.
13. Reserve Accounts; Collections. Client acknowledges that, pursuant to the Processor Terms, the Payment Processor (and its financial institution partners) may require Client to establish, fund, or maintain a Reserve Account or may impose other risk controls (including rolling reserves, holdbacks, delayed settlement, transaction limits, enhanced monitoring, or accelerated debits). Client further acknowledges it may be required to authorize the Payment Processor to debit Client’s Payment Account (and, if applicable, Reserve Account) to collect amounts owed in connection with Transactions and Client’s use of the Accounts Payable Services, including processing fees, returns, reversals, disputes/chargebacks, penalties, and other amounts due under the Processor Terms. For the avoidance of doubt, EliseAI does not establish, maintain, hold, or control any Reserve Account.
14. Disputes; Chargebacks. EliseAI encourages Client to contact EliseAI to resolve any issue prior to contesting a payment made through the Accounts Payable Services. In the event that EliseAI is required to pursue Payee for the outstanding payment, Client agrees to assist EliseAI with any claim and if necessary assign to EliseAI any claim against the Payee associated with a chargeback, clawback, reversal or return initiated by Client. Client further agrees that EliseAI may contact Payee directly to request reimbursement for any payment that has been transmitted and for which a chargeback, clawback, reversal or return has been initiated. In the event the dispute cannot be resolved, and it is determined by EliseAI that this Agreement has been violated, EliseAI may pursue any action necessary to collect on an outstanding balance due. Client agrees to pay all costs and expenses, including attorneys’ fees and other legal expenses, incurred by EliseAI for the collection of all amounts unpaid or otherwise payable by Client. Client agrees that it may be required to provide information or documentation relating to disputed Transactions within specified timeframes and in specified forms under the Processor Terms. Client is responsible for all related amounts, fees, fines, penalties, assessments, or costs, which the Payment Processor may debit from Client’s Payment Account (and, if applicable, Reserve Account) pursuant to the Processor Terms.
15. Restricted Use; Compliance. Client will not use the Accounts Payable Services to initiate or facilitate any Transaction that is illegal, fraudulent, deceptive, unauthorized, or otherwise violates the Agreement, Applicable Law, the Rules, or the Processor Terms. Without limiting the foregoing, Client will not use the Accounts Payable Services to facilitate transactions restricted under Federal Reserve Regulation GG (12 C.F.R. Part 233) (“Reg GG”), or to violate U.S. sanctions (OFAC) or anti-money laundering requirements (FinCEN) (or similar requirements imposed by the Payment Processor or its partners). Client acknowledges that the Payment Processor may perform screening and compliance controls and may refuse, delay, reject, return, reverse, block, suspend, or terminate Transactions or Client’s access to payment functionality as permitted or required under the Processor Terms, Applicable Law, or the Rules, and Client further acknowledges that EliseAI does not control or have responsibility for such actions. Unless expressly enabled by the Payment Processor and EliseAI, Client will not initiate payments to Payees outside the United States or its territories. Client will not misuse the Accounts Payable Platform (including introducing malicious code or infringing third-party rights) and will use the Accounts Payable Services only as contemplated by these Accounts Payable Terms and the Agreement. Client represents and warrants that it will not submit, and has not submitted, any Payment Instruction for an illegal, fraudulent, deceptive, or unauthorized Transaction or for any Transaction that violates Applicable Law, the Rules, or the Processor Terms (including, without limitation, Reg GG and OFAC/FinCEN requirements). Without limiting the foregoing, Client shall not use the Accounts Payable Services in connection with any business entity engaged in any of the following activities: (i) unlicensed money transmission or money services businesses; (ii) unlicensed or illegal gambling, gaming, or lottery operations; (iii) illegal sale of tobacco, e-cigarettes, or cannabis products; (iv) illegal sale of pharmaceuticals or controlled substances; (v) adult entertainment or pornography; (vi) weapons or firearms sales in violation of Applicable Law; (vii) pyramid or Ponzi schemes; (viii) counterfeit goods; (ix) any business that is illegal under federal, state, or local law; or (x) any other business identified by EliseAI, the Payment Processor, or the ODFI as prohibited from time to time.
16. Authorized Users; Security. Client is solely responsible for maintaining the confidentiality of all credentials and access methods used to access the Accounts Payable Platform and for ensuring only authorized personnel initiate or approve Transactions. Client is responsible for implementing reasonable controls to (i) prevent unauthorized Transactions and vendor/payment redirection fraud (including Payee account change fraud); (ii) protect the security, confidentiality, and integrity of all data and information relating to a Payee and provided to EliseAI as part of the Accounts Payable Services, record of Transactions, and authorizations related to the Accounts Payable Services (collectively, "Protected Information"); (iii) ensure against any anticipated threats or hazards to the security and integrity of Protected Information; (iv) protect against unauthorized access to or use of Protected Information that is reasonably expected to result in substantial harm or inconvenience to any Payee, third party, or You; (v) ensure the proper disposal of Protected Information; (vi) be appropriate to the risks associated with Your performance and the Accounts Payable Services; and (vii) that meets or exceeds requirements under Applicable Law and applicable Nacha Rules. Client will promptly notify EliseAI upon discovery of suspected unauthorized access, compromised credentials, or suspected fraudulent activity. Client is solely responsible for establishing, maintaining, and following commercially reasonable administrative, technical, and physical safeguards to protect access to the Accounts Payable Platform, including safeguarding credentials, maintaining appropriate segregation of duties, implementing approval workflows, monitoring Authorized User activity, and promptly terminating access for personnel who no longer require access. EliseAI and/or the Payment Processor may, in their discretion, implement additional security procedures, including step-up authentication, call-back verification, delayed processing, manual review, or other verification measures, and may suspend, reject, delay, or require re-authorization of any Transaction or access request where EliseAI or the Payment Processor reasonably believes such action is necessary to protect Client, Payees, or the Accounts Payable Services. Client shall implement commercially reasonable procedures to verify changes to Payee Account information (including independent callback verification where appropriate) and to prevent business email compromise and payment redirection fraud.
17. Security Procedures. Client acknowledges and agrees that the security procedures EliseAI or Payment Processor provides Client, including any code, password, personal identification number, user identification technology, or other element, means, or method of authentication or identification used in connection with Accounts Payable Services constitute commercially reasonable security procedures under Applicable Law for the initiation of ACH entries. Client acknowledges that such security procedures are for verification of authenticity and not for detecting errors in the transmission or content of the entry and that Client alone bears sole responsibility for detecting and preventing such errors. Client authorizes EliseAI to transmit Payment Instructions and related information to the Payment Processor for processing using applicable security procedures unless, and until, Client has notified EliseAI, according to notification procedures prescribed by EliseAI, that the security procedures or any security device has been stolen, compromised, or otherwise become known to persons other than Client User(s) and until EliseAI has had a reasonable opportunity to act upon such notice. Client agrees that the initiation of a transaction using applicable security procedures constitutes sufficient authorization for Payment Processor and ODFI to execute such transaction, and Client agrees and intends that the submission of transaction orders and instructions using the security procedures shall be considered the same as Client’s written signature in authorizing EliseAI to transmit such transaction for processing. Client acknowledges and agrees that Client shall be bound by any and all entries initiated through the use of such security procedures, whether authorized or unauthorized to the fullest extent allowed by law. Client agrees that it shall be bound by all Transaction requests, Payment Instructions, or other instruction related to the use of the Accounts Payable Services that is submitted in compliance with the security procedures and accepted by Payment Processor and ODFI in good faith and that Client will be liable for all losses, expenses, and liability, resulting from, related to, or caused by the processing or execution of such requests or instructions, regardless of whether such losses, expenses, or liability occur due to (i) unauthorized, incorrect or incomplete Transactions; (ii) Payee claims, including that any unauthorized, incorrect, or incomplete Transactions have occurred; or (iii) fraudulent acts or intentional misconduct by a Payee; provided, in each case Client shall not be liable to the extent that such losses, expenses, or liability are caused by EliseAI's breach of its obligations under this Agreement or its gross negligence, fraud, or willful misconduct to the extent by which performance of the requested action would have mitigated the loss or expense.
18. Materials; Documentation. Client acknowledges that EliseAI may provide user guides, onboarding materials, or technical documentation regarding the Accounts Payable Services (the “Materials”), and that the Payment Processor and/or Third-Party Providers may also provide documentation, disclosures, or instructions pursuant to the Processor Terms. Client is solely responsible for training its personnel, configuring its internal workflows, and using the Accounts Payable Services in accordance with any Materials made available by EliseAI and any requirements or instructions imposed by the Payment Processor under the Processor Terms. Client acknowledges that Materials may be updated from time to time and are provided for informational purposes only and do not modify the Agreement, these Accounts Payable Terms, or the Processor Terms.
19. Duty to Review; Notice of Errors or Unauthorized Transactions. Client shall regularly review Transaction activity and reports made available through the Accounts Payable Platform and/or by the Payment Processor and shall promptly notify EliseAI in writing (including by email) of any suspected error, discrepancy, or unauthorized Transaction (including any suspected compromise of credentials or Payment Account information), and in any event no later than two (2) calendar days after Client first discovers (or reasonably should have discovered) such issue. To the extent necessary, EliseAI will use commercially reasonable efforts to route such notice to the Payment Processor; provided, however, that any investigation, reversal rights, and remediation shall be governed by the Processor Terms, the Rules, and Applicable Law. Client acknowledges and agrees that Client’s failure to provide timely notice may limit or eliminate the ability of EliseAI, the Payment Processor, or any Third-Party Provider to investigate, reverse, cancel, return, stop, or otherwise mitigate the issue and may increase losses. To the maximum extent permitted by Applicable Law and the Rules, Client shall be responsible for losses, fees, penalties, interest, late charges, or other amounts to the extent caused by or increased by Client’s failure to provide timely notice. Without limiting the foregoing, for ACH Transactions, Client acknowledges that reversal rights and timelines may be limited by NACHA Rules, ODFI/RDFI processes, and settlement timing, and that EliseAI does not guarantee that any erroneous or unauthorized ACH Transaction can be reversed once submitted for processing or settled, in all cases subject to the Processor Terms.
20. Stale or Unclaimed Payments. Client acknowledges that, depending on payment method and Payment Processor workflows, certain pending, unclaimed, uncaptured, or undelivered Transactions may be voided, canceled, reissued, or returned after a period of time determined by the Payment Processor or applicable Third-Party Providers. Client is solely responsible for monitoring payment status and reissuing or otherwise resolving payments as needed.
21. Effect on Invoices and Agreements. Client acknowledges that its use of certain payment types in connection with the Accounts Payable Services may have the effect of altering or amending the agreement between Client and the applicable Payee, including with respect to the payment terms for the applicable invoice, such as terms related to payment deadlines, payment plans, late fees, and refunds. Client hereby agrees that, notwithstanding the foregoing, EliseAI is not a party to any agreement between Client and any Payee and shall in no way be responsible for, or required to resolve, any dispute between Client and any Payee.
EliseAI Responsibilities; Third-Party Performance.
1. Routing Payment Instructions. EliseAI will make the Accounts Payable Services available for Client to create Payment Instructions and will use commercially reasonable efforts to transmit Payment Instructions to the Payment Processor in accordance with the Accounts Payable Services configuration and the Payment Processor’s technical requirements.
2. Third-Party Performance. Client acknowledges that all payment processing, debits/credits, settlement, and fund movements are performed by the Payment Processor and its financial institution partners and are governed by the Processor Terms. CLIENT FURTHER ACKNOWLEDGES AND AGREES THAT ELISEAI SHALL NOT BE RESPONSIBLE FOR THE ACTS OR OMISSIONS OF THE PAYMENT PROCESSOR, ANY ODFI OR RDFI, ANY PAYMENT CARD NETWORK, ANY CHECK VENDOR, MAIL CARRIER, OR ANY OTHER THIRD-PARTY PROVIDER.
3. Reporting. To the extent EliseAI makes available reporting or status information regarding Transactions (including returns, notices of change, or dispute status) in the Accounts Payable Services, such information may be based on data received from the Payment Processor and/or Third-Party Providers and may be delayed or incomplete.
4. Errors; Limited Remedy. To the extent an error is caused solely by EliseAI’s incorrect transmission of a Payment Instruction, EliseAI’s sole responsibility and Client’s sole remedy under these Accounts Payable Terms will be for EliseAI to use commercially reasonable efforts to facilitate correction through the Payment Processor as permitted under the Processor Terms, the Rules, and Applicable Law.
Verification; Risk Controls.
1. Verification and Monitoring. Client acknowledges that EliseAI and/or the Payment Processor may, as applicable, use Third-Party Providers to verify bank account ownership, validate Payee information, perform identity verification, and monitor for fraud or financial loss, including resolving Payee or Client disputes or inquires, and as may otherwise be required by the Payment Processor, any ODFI or RDFI, any Payment Card Network, or any other Third-Party Provider, or information otherwise required to comply with Applicable Law. Client authorizes such verification and monitoring as permitted by the Agreement, the Processor Terms and Applicable Law. Without limiting the foregoing, Client agrees that it is responsible for implementing and maintaining reasonable procedures to verify the identity of its Payees.
2. Information Requests. Client acknowledges the Payment Processor may require additional information or documentation relating to Client, Payees, Subscription Communities, or Transactions to satisfy underwriting, ongoing monitoring, dispute handling, or compliance requirements. Client agrees to reasonably cooperate with such requests.
Disclosure. Client authorizes and agrees that EliseAI, in connection with providing the Accounts Payable Services and facilitating Transactions, may disclose Client and Payee information (including, where applicable, information that may appear on a check or remittance) to the Payment Processor and Third-Party Providers as necessary to (a) complete and report Transactions, (b) print and deliver checks, (c) perform account validation and compliance screening, (d) resolve delivery or posting issues, (e) comply with legal process or governmental requests, and/or (f) otherwise comply with Applicable Law, the Rules, and the Processor Terms.
Processing Times. Client acknowledges that processing times, cut-off times, and availability may change from time to time based on the Processor Terms, Rules, and Applicable Law, and that any time-to-delivery estimates displayed in the Accounts Payable Platform are estimates provided for informational purposes only. Processing windows, cut-off times, and Business Day handling may vary by payment method and by the operational requirements of the Payment Processor and Third-Party Providers. Notwithstanding a recording of a Payment Instruction as “received” by EliseAI in the Accounts Payable Platform; a Transaction will be deemed to be “submitted for processing” only when the relevant Payment Instruction is transmitted to, and accepted for processing by, the Payment Processor (which may occur after validations, reviews, or risk controls) as determined by the Payment Processor . Transactions submitted for processing after applicable cut-off times (as determined by the Payment Processor or applicable Third-Party Provider) may be treated as submitted on the next Business Day.
Data Processing by Payment Processor.
1. Notwithstanding anything to the contrary in the Agreement or any DPA between the Parties, Client acknowledges and agrees that Client authorizes the Payment Processor to act as a data controller (or a similar term under applicable data protection and privacy laws) with respect to certain Client Data that the Payment Processor processes in connection with the Accounts Payable Services, but only for the following limited purposes: (i) to determine and utilize certain third parties (including banks and payment method providers) to facilitate Transactions, (ii) to monitor, prevent, and detect fraudulent Transactions and other fraudulent activity, (iii) to monitor, prevent, and mitigate financial loss, security risks, and other harm, (iv) to implement, maintain, and perform internal processes that enable the Payment Processor to provide its products and services, including relationship management, billing, and invoicing, (v) to comply with Applicable Law and Rules, including applicable anti-money laundering screening and know-your-customer obligations, and any financial partner and governmental authority requirements and requests, and (vi) to analyze and develop the Payment Processor’s products and services (clauses (i) through (vi), the “Payments Processor Permitted Purposes”). Client grants to the Payment Processor a non-exclusive, perpetual, royalty-free, irrevocable, fully paid-up, worldwide license to copy and use the Client Data solely as necessary to (x) provide its services to EliseAI in connection with the Accounts Payable Services (including facilitating Transactions), or (y) perform the Payments Processor Permitted Purposes.
2. Notwithstanding anything to the contrary in the Agreement or any DPA, Client authorizes the Payment Processor to process Client Data in connection with the Accounts Payable Services as set forth herein, and Client acknowledges and agrees that EliseAI shall not be responsible for the Payment Processor’s Processing of Client Data where the Payment Processor acts as an independent controller, and that such Processing shall be governed by the Payment Processor’s own privacy policies and terms.
Suspension; Termination. EliseAI may suspend or terminate payment functionality within the Accounts Payable Services or this Agreement (a) if instructed or required to do so by the Payment Processor, a bank, a network, a Third-Party Provider, or a governmental authority, (b) if Client violates, or if EliseAI has reason to believe Client has violated, the Agreement, Applicable Law, the Rules, or the Processor Terms, (c) if the Payment Processor suspends, terminates, or restricts Client’s access under the Processor Terms; or (d) in EliseAI’s sole discretion, for any or no reason. Client acknowledges that suspension or termination may occur without prior notice. Client will continue to be responsible for obligations incurred in connection with the Accounts Payable Services prior to any termination of this Agreement, including, but not limited to: (i) the obligation to pay any amounts that accrued prior to termination of this Agreement that remain owed to the EliseAI or Payment Processor after such termination or expiration. EliseAI shall use reasonable efforts to require Payment Processors to execute upon Payment Instructions received prior to the effectiveness of any termination of this Agreement, unless EliseAI determines, in its sole discretion, that doing so is unwarranted due to fraud, disputed transactions, or other extreme circumstances.
Processor Terms Control for Payment Processing. As between Client and the Payment Processor, the Processor Terms shall control with respect to payment processing, settlement, debits/credits, reserves/holds, risk controls, disputes/chargebacks, returns, and other matters governed by the Processor Terms. As between Client and EliseAI, these Accounts Payable Terms govern EliseAI’s provision of the Accounts Payable Services as a technology interface. Nothing in these Accounts Payable Terms will be interpreted to require EliseAI to provide payment processing, money transmission, or banking services.
Disclaimers; Force Majeure.
1. Disclaimers. In addition to any disclaimers in the Agreement or in this AIP Addendum, EliseAI makes no warranty that any Transaction will be processed, settled, delivered, or received by any particular time or date, or that any Transaction will be accepted by any Payee, the Payment Processor, any ODFI or RDFI, any Payment Card Network, or any other Third-Party Provider.
2. Payment Processor and Third-Party Providers. CLIENT ACKNOWLEDGES AND AGREES THAT ELISEAI IS NOT RESPONSIBLE FOR, AND SHALL HAVE NO LIABILITY ARISING FROM OR RELATED TO, (A) THE PAYMENT PROCESSOR’S OR ANY THIRD-PARTY PROVIDER’S UNDERWRITING, ONBOARDING, REVIEW PROCESSES, QUALIFICATION CRITERIA, RISK CONTROLS, HOLDS, RESERVES, TRANSACTION LIMITS, DELAYS, REVERSALS, RETURNS, REFUSALS, SUSPENSIONS, TERMINATIONS, OR OTHER DECISIONS OR ACTIONS TAKEN UNDER THE PROCESSOR TERMS, APPLICABLE LAW, OR THE RULES, OR (B) ANY ACTS OR OMISSIONS OF ANY PAYEE, MAIL CARRIER, CHECK VENDOR, BANK, ODFI, RDFI, PAYMENT CARD NETWORK, OR OTHER THIRD-PARTY PROVIDER INVOLVED IN A TRANSACTION.
3. Force Majeure. EliseAI will not be liable for any losses arising out of the delay or interruption of the Accounts Payable Services due to any acts of God, acts of civil or military authorities, civil disturbances, wars, strikes or other labor disputes, fires, transportation contingencies, interruptions in telecommunications, utility, Internet services or network provider services, payments networks, or other catastrophes or any other occurrences which are beyond such parties’ reasonable control.
Vendor Tracking in Accounts Payable. To the extent the Accounts Payable Services (or any vendor management functionality within the AIP Services) displays a vendor “meets criteria,” “does not meet criteria,” “verified,” “not verified,” or similar status based on the presence, submission, or automated review of certain vendor documents or information (including, without limitation, certificates of insurance, W-9s, payment method information, vendor agreements, or any other designated documentation) (the “Vendor Tracking Feature”), Client acknowledges and agrees that: (a) the Vendor Tracking Feature indicates whether such documents or information have been uploaded, submitted, or marked as received within the AIP Services, and may also reflect the output of automated extraction, parsing, or checks comparing data contained in such documents or information against criteria pre-configured by EliseAI or criteria configured in or provided to the AIP Services by Client; (b) all such extraction, parsing, and checks are automated and may contain errors or omissions, and are provided “as is” without any representation or warranty of any kind, and EliseAI does not, and expressly disclaims any obligation to, review, validate, confirm, audit, or verify the accuracy, authenticity, completeness, legal sufficiency, enforceability, adequacy, or currentness of any such documents or information, including without limitation by contacting any insurer, broker, governmental authority, or other third party to confirm issuance or authenticity, (c) the Vendor Tracking Feature does not constitute, and shall not be interpreted or relied upon as, a determination of assurance of a vendor’s compliance with Applicable Law, Client policies or requirements, any contractual or third-party requirements or obligations, insurance requirements, licensing requirements, or any other requirements or obligations that may apply; (d) Client shall not rely on the Vendor Tracking Feature for compliance, risk management, legal, financial, or operational advice or decisions, and Client remains solely and exclusively responsible for independently reviewing and verifying vendor compliance and for all decisions, actions, or omissions taken in reliance on the Vendor Tracking Feature; and (e) EliseAI shall have no liability whatsoever for any inaccuracies, errors, or omissions in the Vendor Tracking Feature or for any decisions, actions, or omissions taken or not taken by Client or any third party in reliance on the Vendor Tracking Feature or any output thereof. The Vendor Tracking Feature is provided for administrative convenience and informational purposes only and does not constitute legal, compliance, risk management, or insurance advice.

Indemnification.
1. In addition to any other indemnification obligations Client may have under the Agreement, Client shall indemnify, defend, and hold harmless EliseAI and its affiliates, and each of its and their respective owners, officers, employees, and agents from and against any Third Party Claims arising out of, as a result of, or relating to: (i) Client’s or its personnel’s use of the Accounts Payable Services or the Accounts Payable Platform in violation of Applicable Law, the Rules, these Accounts Payable Terms, the Agreement, or the Processor Terms; (ii) any unauthorized access to or use of the Accounts Payable Services or Accounts Payable Platform through the use of Client’s access credentials, systems, or authorizations, including any fraudulent Payee account change, payment redirection, business email compromise, or similar scheme originating from or through Client or its personnel; (iii) any Transaction, Returned Entry, reversal, stop-payment request, reissue, dispute, chargeback, retrieval request, or other controversy or dispute between Client (or any Subscription Community owner) and any Payee or other third party, including disputes relating to amounts owed, refunds, credits, chargeback liability (if applicable), the method of payment, or the timing, delivery, or receipt of payment; (iv) Client’s selection of Payees and the accuracy, completeness, and legality of any Payment Instruction, Payee onboarding information, Payee Account information, invoices, Due Dates, or other data provided or approved by Client or its users; (v) any fees, surcharges, processing fees, rebates, or other charges imposed, passed through, or disclosed by or on behalf of Client to Payees (or other third parties) in connection with Transactions, including the assessment, calculation, collection, disclosure, refund, or legality of any such amounts, and any third party indemnity obligations EliseAI incurs as a direct or indirect result of Client’s acts or omissions (including indemnification of any Payment Processor, intermediary bank, network, or other Third-Party Provider); (vi) any data breach, security incident, or other unauthorized access to or disclosure of Client Data, Payee data, payment card data, or bank account information by or through Client, its personnel, or its service providers (other than EliseAI), including any failure to comply with PCI DSS or other security requirements applicable to Client; (vii) any third-party claim alleging that Client’s data, content, Marks, business practices, or use of the Accounts Payable Services infringes, misappropriates, or otherwise violates such third party’s intellectual property, privacy, or other rights; or (viii) any breach by Client of its representations, warranties, or covenants under these Accounts Payable Terms.
2. For the avoidance of doubt, the indemnification obligations in this Section 14 are in addition to, and not in lieu of, any other indemnification obligations of Client under the Agreement, and nothing in this Section 14 limits any other rights or remedies available to EliseAI under the Agreement or Applicable Law.

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II.D. REVENUE MANAGEMENT AND PRICING

II.D.1. Revenue Management and Pricing Terms

Definitions.
1. “Pricing Guardrail” means a feature within the Revenue Management Services that limits the degree to which a Subscription Unit’s floor plan price may increase or decrease relative to the prior day, subject to Client User-input parameters, as more fully described in Section 2.2 herein.
2. “Programmatic Pricing Publication” means optional functionality within the Revenue Management Services that enables pricing recommendations or related outputs to be published, posted, applied, or transmitted (including to other modules, workflows, or integrated systems) based on parameters, rules, thresholds, schedules, approvals, guardrails, or other settings established by Client, as more fully described in Section 2.2 herein.
3. “Revenue Management Services” means the feature of the AIP Services that provides analytics, insights, and recommendations to support Client’s pricing and revenue management decisions for rent and other related charges at Client’s Subscription Units and Subscription Communities.
Scope of Use; Functionality.
1. Scope of Use. The Revenue Management Services are designed to support Client’s internal pricing, forecasting, and revenue management activities solely with respect to its Subscription Communities and Subscription Units. The Revenue Management Services provide analytical tools, data insights, and recommendations intended to assist Client in evaluating pricing, occupancy, and related operational factors. Client retains sole discretion and responsibility for all pricing, leasing, and revenue decisions and may use the Revenue Management Services as one of multiple inputs in its independent decision-making process. The Revenue Management Services may include functionality that analyzes Client-provided data and publicly available information to generate forecasts, recommendations, and workflow support relating to occupancy, lease activity, and pricing. The Revenue Management Services are provided for Customer’s internal business purposes only and form a part of Client’s independent decision-making processes. The Revenue Management Services do not replace Customer’s independent judgment, policies, or business rules.
2. Functionality and Operational Requirements. Client acknowledges and agrees that the Revenue Management Services shall be subject to the following operational requirements: (i) the Programmatic Pricing Publication functionality shall not be implemented unless Client Users individually configure the corresponding Programmatic Pricing Publication parameters, including maximum increases or decreases in price; (ii) the Revenue Management Services shall not prohibit, disincentivize, or otherwise impede a user’s ability to reject or override any pricing recommendation; (iii) the Revenue Management Services shall not include any feature designed to reduce the target number of leases at a Subscription Community; (iv) any Pricing Guardrail offered within the Revenue Management Services shall contain symmetrical limits and be based on percentage thresholds selected by the Client User; and (v) the Revenue Management Services shall allow Client Users to configure pricing parameters such that recommended prices may fall below any pricing floor to the same extent such recommendations may exceed any pricing ceiling. Client further acknowledges that EliseAI will not offer any incentives, including economic incentives, to Client or Client Users in exchange for accepting any pricing recommendations produced by the Revenue Management Services. Client represents and warrants that Client Users will individually set necessary parameters within the Revenue Management Services prior to using the Programmatic Pricing Publication, Pricing Guardrail, or any other applicable functionality that requires user input.
Client Responsibilities.
1. Review; Independent Verification. Client is solely responsible for reviewing, evaluating, and determining whether to adopt or implement any recommendation, forecast, insight, or output made available through the Revenue Management Services. Client acknowledges that outputs may be impacted by data quality issues, configuration choices, system updates, outages, public data changes, or errors and may be inaccurate, incomplete, or unsuitable for Client’s circumstances.
2. Programmatic Pricing Publication; Client Configuration. The Revenue Management Services may include Programmatic Pricing Publication functionality. Programmatic Pricing Publication will operate only to the extent enabled and configured by Client, and will operate solely based on parameters input by Client. Client is solely responsible for: (a) deciding whether to enable Programmatic Pricing Publication; (b) configuring, testing, and maintaining all Programmatic Pricing Publication Client-established parameters, business rules, thresholds, limits, guardrails, approval workflows, exception handling, and monitoring controls; (c) monitoring outputs and any pricing changes implemented pursuant to Programmatic Pricing Publication; and (d) ensuring that Client’s use of Programmatic Pricing Publication and any resulting pricing decisions comply with Applicable Law and Client policies. EliseAI does not determine Client’s parameters or guardrails, does not validate or monitor Client’s configuration for legality, appropriateness, or suitability, and disclaims all liability arising from or relating to Client’s configuration choices or use of Programmatic Pricing Publication , including any pricing changes implemented pursuant to Client’s settings.
3. Notice of Erroneous Pricing Suggestions. Client will promptly notify EliseAI in writing upon discovery of any material suspected error or discrepancy in recommendations or outputs derived from the Revenue Management Services. EliseAI will use commercially reasonable efforts to investigate and address confirmed issues attributable to the Revenue Management Services for which EliseAI has been notified by Client.
4. Data Restriction; Compliance with Law. Client will not provide EliseAI with, or input into the Revenue Management Services, any non-public information of third parties, and will provide only (a) Client Data that Client is authorized to use for such purpose and (b) information that is publicly available. Client represents and warrants that it will use the Revenue Management Services only in jurisdictions and for Subscription Units where such use is permitted under Applicable Law, and that it will comply with any jurisdiction-specific restrictions, including restrictions on pooling, commingling, benchmarking, aggregating, or otherwise using Owner-specific data across Owners. Client acknowledges and agrees that it is solely responsible for determining whether and to what extent the Revenue Management Services may be used in any jurisdiction and for ensuring that any data inputs and pricing practices are lawful and non-discriminatory. Client will use the Revenue Management Services in compliance with Applicable Law, including without limitation, applicable laws addressing fair housing, consumer protection, algorithmic pricing, and competition and antitrust.
5. Model Improvement. Notwithstanding anything to the contrary in the Agreement, Client authorizes EliseAI to use Client Data (including Client Data derived from Client’s use of the Revenue Management Services) to develop, train, retrain, test, validate, fine-tune, and improve models and systems used in connection with the Revenue Management Services subject to and in accordance with Applicable Law. For the avoidance of doubt, this authorization is in addition to, and does not limit in any way, any other rights EliseAI may have under the Agreement with respect to Client Data.
Pricing Discussions. EliseAI and Client agree that neither party will facilitate market analysis or pricing-focused discussions among unrelated third parties that use the Revenue Management Services to the extent such discussions are based on nonpublic data or would otherwise violate Applicable Law.
Disclaimer. IN ADDITION TO ANY DISCLAIMER IN THE AGREEMENT OR IN THIS AIP ADDENDUM, ELISEAI DOES NOT WARRANT THAT ANY OUTPUT, SUGGESTION, FORECAST, OR RECOMMENDATION GENERATED BY THE AIP SERVICES WILL PRODUCE ANY PARTICULAR RESULT OR WILL BE ERROR-FREE, CURRENT, OR APPROPRIATE FOR CLIENT’S BUSINESS. ALL SUCH OUTPUTS ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY, DO NOT CONSTITUTE BUSINESS, FINANCIAL, PRICING, OR REVENUE MANAGEMENT ADVICE, AND SHOULD NOT BE RELIED UPON AS A RECOMMENDATION OR DIRECTION TO ACT. CLIENT RETAINS SOLE DISCRETION AND RESPONSIBILITY FOR WHETHER AND HOW TO IMPLEMENT ANY SUCH OUTPUTS, INCLUDING THROUGH ANY AUTOMATED OR PROGRAMMATIC PRICING PUBLICATION FUNCTIONALITY ENABLED BY CLIENT.
Indemnification. In addition to any other indemnification obligations Client may have under the Agreement, Client shall indemnify, defend, and hold harmless EliseAI and its affiliates, and each of its and their respective owners, officers, employees, and agents from and against any Third Party Claims arising out of, as a result of, or relating to: (a) Client’s pricing, leasing, revenue, or marketing decisions or practices, including any adoption, implementation, or failure to review any recommendations or outputs from the Revenue Management Services; (b) Client’s violation of Applicable Law in connection with pricing, including without limitation fair housing, consumer protection, algorithmic pricing, or competition/antitrust laws; (c) Client’s provision or use of unauthorized, unlawful, or restricted data (including any non-public third-party data) in connection with the Revenue Management Services; or (d) Client’s misuse of the Revenue Management Services. Notwithstanding anything to the contrary, Client’s indemnification obligations in this paragraph shall not be subject to any exclusions or limitations of liability set forth in the Agreement or elsewhere.
Suspension; Changes. EliseAI may suspend or disable the Revenue Management Services (in whole or in part) if EliseAI reasonably determines such action is necessary to (a) comply with Applicable Law, (b) mitigate risk or potential regulatory action, (c) address suspected fraud or misuse, (d) respond to Client’s violation of data source restrictions, or (e) protect the security or integrity of the AIP Services.

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