Terms of Service

These Terms of Service (the “Terms”) govern your access to and use of the Arboroot website at arboroot.com and the Arboroot property management software (together, the “Service”). The Service is operated by Silvermere LLC, a Georgia limited liability company (“Silvermere”, “we”, “us” or “our”). Arboroot is a product and brand of Silvermere LLC.

By creating an account, clicking to accept, or using the Service, you agree to these Terms and to our Privacy Policy and Refund & Cancellation Policy, which are part of these Terms. If you use the Service on behalf of a company or other entity, you represent that you have authority to bind that entity, and “you” refers to that entity. If you do not agree, do not use the Service.

1. Definitions

• “Customer” means a landlord (property owner) or property manager that subscribes to or uses the Service to manage rental properties, and its authorized staff.
• “Tenant User” means a tenant, rental applicant, guarantor or guardian who is invited by a Customer to use the Service — for example to view a rent ledger, sign a document, submit a rental application, receive notices or make a payment.
• “User” or “you” means anyone who accesses the Service, including Customers and Tenant Users.
• “Customer Content” means all data, documents and other content that a Customer or its Tenant Users submit to the Service, including property, unit, lease, ledger, payment, maintenance, application and messaging records.

2. What the Service is — and what Silvermere is not

2.1 A software service. Arboroot is a property management software platform. Silvermere provides Customers with software tools to organize their rental properties, units, tenants and leases; keep a lease ledger; create, send and electronically sign documents; track maintenance and communications; produce reports; and let their tenants view their account and pay rent and related charges online. Silvermere sells access to this software as a monthly subscription (Section 5).

2.2 Silvermere is a software vendor, not a party to your leases. Silvermere is not a landlord, tenant or property manager, and is not a party to any lease, rental application, management agreement or other arrangement between a Customer and its tenants, applicants, owners or vendors. The relationship between a Customer and its Tenant Users — including rent, security deposits, lease terms, notices, repairs, evictions and disputes — is solely between them, and Silvermere has no obligation or liability with respect to it.

2.3 The Customer acts; the software records. Any listing, application, screening criterion, lease, ledger entry, charge, notice, e-signature request or message created through the Service is created, configured and controlled by the Customer (or the User who created it), not by Silvermere. Silvermere does not list, show, market or lease properties, does not negotiate or approve leases, does not screen or select tenants, does not manage properties, and does not otherwise act for or on behalf of any Customer or Tenant User.

2.4 Not a payment collection service. The Service is a software service, not a payment collection, escrow, trust-account, money transmission or banking service. Silvermere does not collect rent and does not hold, pool or disburse tenant funds. Section 6 explains how online payments work.

2.5 Not legal, tax or accounting advice. Templates, state rule references, late-fee and compliance tools, reports and other information in the Service are provided for convenience and general information only and are not legal, tax or accounting advice. Customers are solely responsible for complying with all laws that apply to their rental business — including landlord-tenant, fair housing, consumer reporting, security deposit, rent regulation and electronic signature laws — and should consult their own attorney or accountant.

3. Eligibility and accounts

3.1 Eligibility. You must be at least 18 years old and able to form a binding contract to create an account. Customer accounts are for business use in the United States.

3.2 Roles and authorizations. The Service supports Owner, Property Manager, Tenant and Guardian roles. An Owner may authorize a Property Manager within the Service to manage the Owner’s properties. That authorization, and any management agreement or fees between them, are solely between the Owner and the Property Manager; Silvermere is not a party to it and does not supervise how a Property Manager exercises it.

3.3 Account security. You are responsible for keeping your login credentials confidential and for all activity under your account. Tell us promptly at support@arboroot.com if you suspect unauthorized access.

3.4 Accurate information. You agree to provide accurate, current and complete information and to keep it up to date.

4. Customer Content and Tenant User data

4.1 Ownership and license. Customers retain all rights to their Customer Content. You grant Silvermere a limited, non-exclusive license to host, copy, process, transmit and display Customer Content solely as needed to provide, secure, support and improve the Service and as otherwise described in our Privacy Policy.

4.2 Responsibility for content. Customers are responsible for the accuracy and legality of Customer Content and for having the right to submit it, including personal information about tenants, applicants, guarantors and others. Silvermere processes Tenant User data contained in Customer Content on behalf of and at the direction of the Customer, as described in our Privacy Policy; Silvermere is not the owner of that data.

4.3 If you are a Tenant User. Your landlord or property manager (the Customer) controls the account you were invited to and is responsible for the information entered about you. Questions about your lease, your charges or how the Customer uses your information should go to the Customer. Silvermere provides the software; it does not decide your rent, charges or lease terms.

4.4 Backups and export. We keep backups for disaster recovery. You can export your data using the features in the Service, and you should keep your own copies of important records.

5. Subscriptions, fees and billing

5.1 Plans. Customer access is sold as a monthly software subscription. Current plans and prices are published on our Pricing page. Tenant Users are not charged a subscription fee.

5.2 Billing. Subscriptions are billed monthly in advance, in U.S. dollars, through our payment processor Stripe, and renew automatically each month until cancelled. You authorize us (through Stripe) to charge your payment method for each renewal.

5.3 Cancellation. You may cancel at any time from Settings → Billing in the Service (which opens the Stripe billing portal) or by emailing support@arboroot.com. Cancellation takes effect at the end of the current billing period; you keep access until then. Fees already paid are not refunded on a pro-rata basis. See our Refund & Cancellation Policy.

5.4 Failed payments. If a renewal payment fails, we (through Stripe) may retry it and notify you. If it remains unpaid, we may limit, suspend or cancel your subscription.

5.5 Price changes and beta offers. We may change our prices or plans. Changes to an existing subscription take effect no earlier than your next billing period after we notify you by email or in the Service. We may offer some or all of the Service free of charge during a beta period, and we may end or change any beta offer with reasonable notice; nothing in a beta offer obliges us to continue it.

6. Online payments through Stripe

This Section applies when a Customer enables online rent collection and when a Tenant User pays through the Service.

6.1 Stripe processes payments. Online payments are processed by Stripe, Inc. and its affiliates (“Stripe”). To accept online payments, a Customer must open a Stripe connected account through the Service and accept the Stripe Connected Account Agreement (which includes the Stripe Services Agreement). Stripe’s terms and fees apply to that account.

6.2 Payments settle directly to the Customer’s connected account. When a Tenant User pays rent or a related charge online, the payment is processed through Stripe Connect as a direct charge on the Stripe connected account of the Customer — the landlord, or the property manager who is authorized by the landlord to collect rent on the landlord’s behalf. Funds settle directly to that connected account. The Customer, not Silvermere, is the recipient of the payment.

6.3 Silvermere does not hold funds. Silvermere does not hold, pool or disburse tenant funds; it does not operate any escrow or trust account; and it does not receive tenant payments into its own accounts. Silvermere’s only compensation on such a payment is an application fee (a platform fee) charged on the transaction through Stripe. Any platform fee is disclosed in the Service before online payments are enabled.

6.4 Between the Customer and the Tenant User. Because tenant payments settle to the Customer’s connected account, refunds, chargebacks, disputes and questions about a rent payment are between the Customer and the Tenant User (and, where applicable, Stripe). Silvermere may provide the ledger and payment records kept in the Service but cannot refund funds it does not hold. Customers are responsible for their connected account, for complying with Stripe’s terms and applicable law when accepting payments, and for how payments are applied to a tenant’s account.

6.5 Subscription fees are separate. Subscription fees under Section 5 are paid to Silvermere for the software. They are not tenant funds and are not affected by this Section.

7. Electronic signatures and documents

7.1 Consent to sign electronically. The Service includes an electronic signature feature. By using it, each signer consents to sign electronically under the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN) and the applicable state Uniform Electronic Transactions Act (UETA), and agrees that an electronic signature made through the Service has the same effect as a handwritten signature. A signer may decline to sign electronically and ask the Customer for a paper process instead.

7.2 Documents are the parties’ own. Silvermere is not a party to any document signed through the Service and makes no representation about its validity, enforceability or suitability. Built-in templates are generic drafts provided for convenience; the Customer is responsible for reviewing them (with its own attorney or other licensed professional as appropriate) and for using forms that comply with the laws that apply to its properties.

7.3 Audit trail. We keep an audit trail (such as signer email, timestamps, IP address and browser information) and the completed documents as part of the Service.

8. Acceptable use

You agree not to:

• use the Service in violation of any law, including fair housing, consumer reporting, debt collection, anti-discrimination and privacy laws;
• upload content that is unlawful, infringing, defamatory or harmful, or that you do not have the right to share;
• attempt to gain unauthorized access to the Service, other accounts or our systems;
• interfere with or disrupt the Service, or circumvent rate limits or security measures;
• reverse engineer, scrape, copy or resell the Service except as permitted by law;
• use the Service to send spam or unsolicited messages; or
• misrepresent your identity or affiliation.

We may suspend or terminate accounts that violate these Terms.

9. Intellectual property

The Service — including its software, design, text and trademarks (including “Arboroot”) — is owned by Silvermere and its licensors and is protected by intellectual property laws. Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable right to access and use the Service for your internal business purposes (Customers) or personal purposes (Tenant Users). If you send us feedback or suggestions, we may use them without obligation to you.

10. Third-party services

The Service relies on third-party services such as Stripe (payments), email and SMS delivery providers, and cloud hosting and storage providers. Your use of Stripe is subject to Stripe’s terms. We are not responsible for third-party services, and their availability may affect the Service.

11. Availability, changes and beta features

We work to keep the Service available but do not guarantee uninterrupted or error-free operation. We may change, add or remove features, and may offer features labelled beta or preview that can be changed or withdrawn. We will try to give reasonable notice of material changes that affect Customers.

12. Term, suspension and termination

These Terms apply for as long as you use the Service. You may stop using the Service and close your account at any time (Customers: cancel your subscription as described in Section 5). We may suspend or terminate your access if you materially breach these Terms, if required by law, or if your subscription is unpaid. Upon termination your right to use the Service ends. Sections that by their nature should survive — including Sections 2, 4, 6.4, 9, 13, 14, 15, 16 and 18 — survive. For a reasonable period after a Customer account closes, we will make Customer Content available for export on request, after which we may delete it in accordance with our retention practices.

13. Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, SILVERMERE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. SILVERMERE DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED, SECURE OR ERROR-FREE, OR THAT ANY TEMPLATE, RULE REFERENCE, CALCULATION OR REPORT IS ACCURATE, COMPLETE OR COMPLIANT WITH THE LAWS THAT APPLY TO YOU.

14. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, SILVERMERE AND ITS MEMBERS, MANAGERS, EMPLOYEES, CONTRACTORS AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA OR GOODWILL, ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SILVERMERE’S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE SUBSCRIPTION FEES YOU PAID TO SILVERMERE FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM AND (B) ONE HUNDRED U.S. DOLLARS (US$100). WITHOUT LIMITING THE FOREGOING, SILVERMERE IS NOT LIABLE FOR ANY ACT OR OMISSION OF A CUSTOMER, TENANT USER OR THIRD-PARTY SERVICE, INCLUDING ANY RENT PAYMENT, LEASE, LISTING, APPLICATION DECISION OR NOTICE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

15. Indemnification

Customers agree to defend, indemnify and hold harmless Silvermere and its members, managers, employees and contractors from and against any claims, damages, losses and expenses (including reasonable attorneys’ fees) arising out of or related to (a) Customer Content; (b) the Customer’s rental business, properties, leases, listings, applications, tenant relationships or payments; (c) the Customer’s use of the Service in violation of these Terms or applicable law; or (d) any dispute between the Customer and a Tenant User or other third party.

16. Governing law and venue

These Terms are governed by the laws of the State of Georgia, without regard to its conflict-of-laws rules. Except where prohibited by law, any dispute arising out of or relating to these Terms or the Service will be brought exclusively in the state or federal courts located in Gwinnett County, Georgia, and you consent to their jurisdiction and venue.

17. Changes to these Terms

We may update these Terms from time to time. If we make material changes, we will post the updated Terms on this page with a new “Last updated” date and, for Customers with an active subscription, notify you by email or in the Service before the changes take effect. Continued use of the Service after the effective date constitutes acceptance of the updated Terms.

18. General

These Terms, together with the Privacy Policy, the Refund & Cancellation Policy and the Pricing page, are the entire agreement between you and Silvermere regarding the Service. If any provision is held unenforceable, the rest remains in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them to an affiliate or successor. Except as expressly stated, there are no third-party beneficiaries. We may send notices to the email address on your account; you may send notices to us at support@arboroot.com. We are not liable for delays or failures caused by events beyond our reasonable control. Headings are for convenience only, and “including” means “including without limitation.”

19. Contact