SAAS Exhibit A-1

Sub-Merchant Payment Processing Addendum

This Sub-Merchant Payment Processing Addendum (“Payment Processing Addendum”) shall be incorporated within the SAAS TOS as entered and agreed upon between the Licensor and Subscriber. For purposes of these Payment Processing Terms, the Licensor may be referred to herein as "Payment Facilitator") and its Payment Processor(s) ("Payment Processor") collectively "we", us" or "our", and the Subscriber may be referred to herein as "Sub-Merchant", "you" or "your". Capitalized terms used in these Payment Processing Addendum are referred to in the SAAS TOS. By use of the payment processing services, you are entering into this Payment Processing Addendum and you agree to comply with the terms and conditions herein.


1.  Scope. We shall provide online payment options for your residents through the Software for resident payment of property leasing related charges (i.e., rent, security deposits, ancillary charges, late fees, etc.). Available online payment options shall consist of ACH, debit card, or credit card options that may be limited to certain brands due to certain financial institution or credit card company limitations. 


2.  Payment Settlement. Upon completion of a payment transaction by your resident within the Software, our Payment Processor will process the payment to facilitate the funds transfer from the applicable financial institution or Card Association. Upon receipt of the completion of the funds transfer, subject to our other rights under this Agreement, we will provide provisional credit to your Settlement Account (defined hereinafter). If the resident, accountholder, or cardholder disputes the payment transaction, a Chargeback(defined hereinafter) may result.


3.  Chargebacks. A Chargeback shall be defined as a demand by a financial institution or credit card provider to make good the loss on a fraudulent or disputed payment transaction. Chargebacks may occur due to, but not limited to, the following:

a.  The payment transaction was allegedly fraudulent;

b.  The resident claims the charge amount is incorrect;

c.  The resident refutes the charge due to the withdrawal from the lease agreement prior to commencement;

d.  The resident claims the services failed to meet expectations; 

e.  The resident refuses to make payment due to, in the resident's good faith opinion, a claim or complaint has not been resolved, or has been resolved but in an unsatisfactory manner; or

f.  An authorization/approval code was required and not obtained.


Upon the occurrence of a Chargeback, we shall retrieve funds from our reserve account and provide notice to you of the resident Chargeback.  We will manage the dispute handling process directly with the payment processor and the resident. You may be required to provide written evidence within five (5) business days of our request to validate the charges related to the payment transaction. Failure to timely respond or provide valid and acceptable evidence may result in a loss of the payment. In the event the payment is considered a loss, we will invoice you for the reimbursement of said losses with payment due within ten (10) days of notice. Failure to timely pay invoices may result in the suspension of the payment processing services within the Software. You agree that you are solely responsible for reconciliation of your financial and banking accounts with regard to said losses.  Notwithstanding the foregoing, in the event funds retrieved from our reserve account due to Chargebacks cumulatively exceed $10,000.00, we will invoice you for the total amount with payment due immediately and we reserve the right to immediately suspend the payment processing services until payment is received.


4.  Fees. Fees due for the payment processing services shall be charged to the resident upon submission of payment transaction and shall be our sole consideration for provision of the payment processing services. You shall have no rights or claims to any Fees billed to the resident for payment processing services. In the event of a Chargeback, any Fees related to the Chargeback shall be our sole responsibility.


5.  Reserve Accounts. You acknowledge that in addition to any other rights afforded us hereunder, we may establish a reserve account to satisfy your obligations or potential obligations under this Payment Processing Addendum (the "Reserve Account"), which may be funded by:

a.  Demand and we shall receive immediate payment for such amounts;

b.  Debit the account identified as your settlement account;

c.  Withhold your settlement payments until all amounts are paid; or

d.  Pursue any remedies we may have at law or in equity.


Our Reserve Account will contain sufficient funds to cover any unbilled processing costs plus our estimated exposure based on reasonable criteria for Chargebacks, fines, and/or unfulfilled services. We may, but are not required to, set off any funds that would otherwise be payable to you against, the satisfaction of any amounts which are or become due from you pursuant to this Payment Processing Addendum. The Parties rights and obligations under this Section shall survive the termination of this Payment Processing Addendum.


6.  Business and Financial Information. As a requirement prior to enablement of the payment processing services, you agree to timely provide the information listed in the attached Schedule A-1, Know your Customer Information (“KYC Information”). You represent and warrant that all KYC Information provided by you is accurate, reliable, and complete in its entirety. You may also be required to provide other information concerning your business and your compliance with the terms and provisions of this Payment Processing Addendum as we may reasonably request. Acceptance and approval of your KYC Information is subject to the same from our Payment Processor.


7.  Data Security and Privacy. You represent to us that you do not have access to consumer card information (such as the cardholder's account number, expiration date, and CVV2) and you will not request access to such card information from us. All card information shall be presented directly from the resident to us through the Software, and is subject to Visa, MasterCard or any other Card Association, including, without limitation, the Visa U.S.A. Cardholder Information Security Program ("CISP"), the MasterCard Site Data Protection ("SDP"), and (where applicable), the PCI Security Standards Council, Visa, and MasterCard PA-DSS ("Payment Application Data Security Standards") (collectively, the "Security Guidelines"). If any Card Association requires an audit of us due to a data security compromise event or suspected event, you agree to cooperate with such an audit. You may not request us to use any payment information other than for the sole purpose of completing the payment transaction authorized by the resident for which the information was provided to us, or as specifically allowed by Card Association Rules, Association Operating Procedures or required by law.


8.  Term. The term of this Payment Processing Addendum shall be for the same term as the SAAS TOS. The use of the payment processing services shall be suspended immediately, without notice, upon occurrence of any of the following events:

a.  Irregular charge requests presented by you;

b.  Excessive Chargebacks;

c. Noncompliance with any applicable data security standards, as determined by us, of any Card Association, or any other entity, or an actual or suspected data security breach; 

d.  Any other circumstances which, in our sole discretion, may increase our exposure for your Chargebacks or otherwise present a financial or security risk to us; 

e. Any of your conditions, covenants, obligations or representations or warranties in this Payment Processing Addendum are breached in any material respect or are incorrect in any material respect when made or deemed to be made; 

f.  Upon termination of the SAAS TOS; or

g.  Upon a violation by you of any applicable law or Card Association rule or our reasonable belief that termination of this Payment Processing Addendum or suspension of services is necessary to comply with any law including without limitation the rules and regulations promulgated by the Office of Foreign Assets Control of the US Department of the Treasury or your breach, as determined by Servicers, of your requirement to comply with all applicable laws.

9.  No Waiver or Termination of Your Obligations. Neither the expiration nor termination of this Payment Processing Addendum shall terminate the obligations and rights of the Parties pursuant to provisions of the SAAS TOS, which by its terms are intended to survive or be perpetual or irrevocable. Such provisions shall survive the expiration or termination of this Payment Processing Addendum. All obligations by you to pay or reimburse us for any obligations associated with payment transactions submitted to us are intended to survive the termination of this Payment Processing Addendum.



Schedule A-1

Know Your Customer (KYC) Requirements

The following is a list of business and financial information required by our Payment Processor prior to enablement of payment processing services that may be subject to change at any time during the Term of this Agreement:

1.  Company Information

a) Legal name of company, including entity type (i.e., Inc., LLC, LP, etc.)

b) Company structure

i) Private, public, NPO, etc.
ii) Name of bank account holder to receive payouts

(1) Company Name exactly as listed on bank account
(2) Name and title of individual submitting KYC information

c)   Registration Information

i) Fictitious business name (Doing Business As), if applicable
ii) EIN

d) Address Information

i) Principal office address as listed with domicile state (include any updated changes)
ii) Registered agent address

e) Business Registration Document

i) Upload copy of business registration and certificate of good standing (both documents must be no older than 12 months)

(1) If either of the above documents are older than 12 months, then it must contain a recent financial statement with the company’s assets and liabilities, signed and dated by authorized representative of the Company. The financial statement must include the date, title, and legal entity name.

2) Company Authorized Individuals

a) Provide the following information for each of the owners, controlling persons, and signatories of the Company (at minimum, there must be at least one individual listed for each of the three roles, even if the same individual holds multiple positions)

i) First and last name
ii) Date of birth
iii) Last 4 of SSN
iv) Email
v) Phone
vi) Personal address
vii) Job title

3) Payout Information

a) Bank account login credentials or bank statement
b) Bank statement, deposit ticket, screenshot of online bank environment, or official email or letter from bank

4) Signed Payment Processor Services agreement

a) Adyen for Platforms Terms & Conditions

5) PCI DDS Questionnaire and Security Statements


References to “Company” hereinabove shall be also be defined as the Property Manager.