CELERI LABS TERMS OF SERVICE

Last Updated: April 6, 2023

These Terms of Service (“Terms”) apply to your access to and use of (a) the website located at https://www.getceleri.com (or any successor links) and all associated web pages, websites, and social media pages (the “Website”) provided by Celeri Labs, Inc. (“Celeri Labs,” “we,” “our,” or “us”) and (b) any online services ((a) and (b), collectively, our “Services”). Celeri Labs provides an online platform that allows entities and individuals that own or manage rental properties (“Landlords”) and applicants seeking to rent such rental properties (“Applicants”) to use the functionality we make available to facilitate aspects of the rental application process and to help ensure documents provided by Applicants are valid and not fraudulent in nature. By using our Services, you expressly agree to these Terms. To purchase or otherwise gain access to certain Service(s), Celeri Labs may also require you to enter into a separate Master Services Agreement. To the extent of conflict between these Terms and the MSA, the MSA shall govern and control in all respects. Please carefully review these Terms before using our Services, including, without limitation, the warranty disclaimers and releases set forth in Section 8, which limit our liability and your ability to bring certain claims against us.

BY AGREEING TO THESE TERMS, YOU AGREE THAT DISPUTES BETWEEN YOU AND CELERI LABS WILL BE RESOLVED BY ARBITRATION, SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, ANY OTHER KIND OF REPRESENTATIVE PROCEEDING, OR BY JURY TRIAL.

IN PROVIDING THE SERVICE(S), YOU UNDERSTAND AND AGREE THAT CELERI LABS IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN LANDLORDS AND APPLICANTS, NOR IS CELERI LABS A REAL ESTATE BROKER, AGENT OR INSURER. CELERI LABS IS NOT AN OWNER OR OPERATOR OF PROPERTIES. CELERI LABS PROVIDES A PLATFORM TO CONNECT APPLICANTS AND LANDLORDS AND OTHER THIRD PARTIES AND HAS NO CONTROL OVER THE INFORMATION PROVIDED BY OR THE CONDUCT OF LANDLORDS, APPLICANTS AND THIRD PARTIES. YOU AGREE TO FULLY RELEASE AND HOLD CELERI LABS HARMLESS FROM ALL LIABILITY IN THIS REGARD.

1 Eligibility and Use Restrictions

Users under 18 years of age (or the age of legal majority where the user lives) may only use our Services under the supervision of a parent or legal guardian who agrees to be bound by these Terms.

2 Your Information

You may provide certain information to Celeri Labs in connection with your use of our Services or we may otherwise collect certain information about you when you use our Services. For information about how we collect, use, share and otherwise process information about you, please see our Privacy Policy. You agree to receive all communications, agreements, and notices that we provide in connection with our Services electronically, including by email.

3 Prohibited Conduct

(a) General. You will not use our Services if you are not eligible to use our Services in accordance with these Terms and will not use our Services other than for their intended purpose. Without limiting the foregoing, you must always be respectful of other users during your use of our Services.

(b) Specific. Further, you will not:

• Use our Services for any purpose other than your personal, non-commercial purpose;
• Violate any applicable law, contract, intellectual property right, or other third-party right or commit a tort;
• Engage in any harassing, threatening, intimidating, predatory, stalking, discriminatory, or other objectionable conduct or disturb or solicit others;
• Copy, reproduce, distribute, publicly perform, or publicly display all or portions of our Services, except as expressly permitted by us or our licensors;
• Modify our Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Services;
• Use our Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying our Services or that could damage, disable, overburden, or impair the functioning of our Services in any manner;
• Reverse engineer any aspect of our Services or do anything that might discover source code, or bypass or circumvent measures employed to prevent or limit access to any part of our Services; or
• Link to any online portion of our Services.

(c) Enforcement. Enforcement of this Section 3 is solely at Celeri Labs’ discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances.

4 Ownership; Limited License

Celeri Labs or our licensors own all right title and interest (including intellectual property rights) in and to our Services, including the text, graphics, images, photographs, videos, illustrations, and other content contained therein. Except as expressly stated in these Terms, all rights in and to our Services, including all intellectual property rights therein and thereto, are reserved by us or our licensors. Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services for your own personal, noncommercial use. Any use of our Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein and violate our intellectual property rights.

5 Trademarks

The “Celeri Labs” name and our logos, product or service names, slogans, and the look and feel of our Services are trademarks of Celeri Labs and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names, and company names or logos mentioned on or in connection with our Services are the property of their respective owners. Reference to any products, services, processes, or other information by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by us.

6 Third Party Materials

(a) Our Services may rely on or interoperate with third-party products and services, including, without limitation, data storage services, communications technologies, IoT platforms, and internet and mobile operators (collectively, “Third-Party Materials”). These Third-Party Materials are beyond our control, but their operation may impact, or be impacted by, the use and reliability of our Services. You acknowledge that (i) the use and availability of our Services is dependent on third-party product vendors and service providers and (ii) these Third-Party Materials may not operate reliably 100% of the time, which may impact the way that our Services operate.

(b) Your access to and use of such Third-Party Materials may be subject to additional terms, conditions, and policies (including terms of service or privacy policies of the applicable third party). You are responsible for obtaining and maintaining any computer hardware, equipment, network services and connectivity, telecommunications services, and other products and services necessary to use our Services.

7 Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless Celeri Labs and our subsidiaries and affiliates, and each of our respective officers, directors, employees, partners and agents (individually and collectively, the “Celeri Labs Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to: (a) your access to or use of our Services (including any acts and/or omissions); (b) your violation of these Terms; or (c) your violation, misappropriation, or infringement of any rights of another (including intellectual property rights or privacy rights). This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Celeri Labs or the other Celeri Labs Parties.

8 Disclaimer and Release

(a) Disclaimer. YOUR USE OF OUR SERVICES AND ANY SERVICES, CONTENT OR MATERIALS PROVIDED THEREIN OR THEREWITH (INCLUDING THE THIRD-PARTY MATERIALS) IS AT YOUR SOLE RISK. EXCEPT AS OTHERWISE PROVIDED IN A WRITING BY US AND TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, OUR SERVICES AND ANY SERVICES, CONTENT OR MATERIALS PROVIDED THEREIN OR THEREWITH (INCLUDING THE THIRD-PARTY MATERIALS) ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED AND CELERI LABS DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE FOREGOING, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

(b) Release. YOU HEREBY SPECIFICALLY, FULLY AND FOREVER RELEASE, COVENANT NOT TO SUE, DISCHARGE, AND INDEMNIFY AND HOLD HARMLESS THE CELERI LABS PARTIES FROM AND AGAINST ANY AND ALL CLAIMS (AS DEFINED IN SECTION 7) RELATED TO DISPUTES BETWEEN USERS AND THE ACTS OR OMISSIONS OF ANY THIRD PARTIES. YOU UNDERSTAND THAT THIS WAIVER MEANS YOU GIVE UP YOUR RIGHT TO BRING ANY CLAIMS, INCLUDING, WITHOUT LIMITATION, FOR PHYSICAL OR EMOTIONAL INJURIES, DEATH, DISEASE OR PROPERTY LOSSES, OR ANY OTHER LOSS, INCLUDING, WITHOUT LIMITATION, CLAIMS FOR NEGLIGENCE, AND YOU GIVE UP ANY CLAIM YOU MAY HAVE TO SEEK DAMAGES, WHETHER KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN.

If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

9 Limitation of Liability

(a) Waiver of Certain Damages. To the fullest extent permitted by applicable law, Celeri Labs and the other Celeri Labs Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive, or special damages or lost profits, even if Celeri Labs or the other Celeri Labs Parties have been advised of the possibility of such damages.

(b) Liability Cap. The total liability of Celeri Labs and the other Celeri Labs Parties to you (whether occurring under these Terms or otherwise), regardless of the form of the action, is limited to the amount paid by you to use our Services giving rise to the claim or $100 USD, whichever is greater.

10 Dispute Resolution; Binding Arbitration

All disputes arising from these Terms, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, shall be finally decided by final and binding arbitration under the Rules of Arbitration of the American Arbitration Association. The arbitration shall be seated in New York.

11 Governing Law

These Terms and any claims made hereunder will be governed by and construed and enforced in accordance with the laws of New York without regard to its conflict of laws principles.

12 Severability

If any portion of these Terms other than Section 10 is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable: (a) the unenforceable or unlawful provision will be severed from these Terms; (b) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of these Terms; and (c) the unenforceable or unlawful provision may be revised to the extent required to render the Terms enforceable or valid, and the rights and responsibilities of the parties will be interpreted and enforced accordingly, so as to preserve the Terms and the intent of the Terms to the fullest possible extent.

13 Miscellaneous

Celeri Labs’ failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. These Terms reflect the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements, representations, statements, and understandings of the parties. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity.