CELERI LABS TERMS OF SERVICE

Last Updated: March 14, 2025

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.

PLEASE READ THESE TERMS CAREFULLY, AS THEY CREATE A CONTRACT BETWEEN YOU AND CELERI LABS. FURTHER, THESE TERMS CONTAIN AN AGREEMENT TO ARBITRATE, WHICH REQUIRES THAT YOU AND CELERI LABS ARBITRATE CERTAIN CLAIMS BY BINDING, INDIVIDUAL ARBITRATION INSTEAD OF GOING TO COURT AND WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT, A CLASS-WIDE OR REPRESENTATIVE-TYPE ACTION, TO PURSUE QUI TAM-TYPE CLAIMS, CLAIMS IN A CLASS, GROUP OR REPRESENTATIVE CAPACITY, AS A PRIVATE ATTORNEY GENERAL OR AS A THIRD PARTY (SEE “BINDING ARBITRATION AND CLASS WAIVER”). IF YOU DO NOT WISH TO BE SUBJECT TO ARBITRATION, YOU MAY OPT OUT OF THE ARBITRATION PROVISION WITHIN 30 DAYS OF ACCEPTING OR BEING BOUND TO THESE TERMS A BY FOLLOWING THE INSTRUCTIONS PROVIDED AT THE END OF THE “BINDING ARBITRATION AND CLASS WAIVER” SECTION, LOCATED WITHIN SECTION 10.1.

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

10.1 Binding Arbitration and Class Waiver

PLEASE READ THIS “BINDING ARBITRATION AND CLASS WAIVER” SECTION CAREFULLY, BECAUSE IT REQUIRES YOU AND CELERI LABS TO ARBITRATE MOST DISPUTES AND LIMITS THE MANNER IN WHICH YOU OR CELERI LABS CAN SEEK RELIEF. BY AGREEING TO ARBITRATE, EACH PARTY IS EXPRESSLY WAIVING ITS RIGHT TO GO TO COURT AND HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY. YOU UNDERSTAND THAT THE RIGHT TO APPEAL OR SEEK MODIFICATION OF ANY RULING OR AWARD BY THE ARBITRATOR IS LIMITED UNDER STATE AND FEDERAL LAW.

THESE PROVISIONS GENERALLY PRECLUDE YOU FROM BRINGING ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION, ACTION AS A PRIVATE ATTORNEY GENERAL OR AS A THIRD PARTY, AGAINST CELERI LABS. THEY ALSO PRECLUDE YOU FROM PARTICIPATING IN OR RECOVERING RELIEF UNDER ANY PAST, PENDING, OR FUTURE CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION AGAINST CELERI LABS BY SOMEONE ELSE.

WHILE YOU MUST AGREE TO THESE PROVISIONS AS TO ANY AND ALL DISPUTES, THERE IS AN OPTION, DESCRIBED BELOW, TO OPT OUT OF THE APPLICATION OF ARBITRATION. THE OPTION TO OPT OUT IS TIME-LIMITED TO 30 DAYS AND REQUIRES YOUR IMMEDIATE ATTENTION.

10.1.1 Class Action Waiver and Representative-Type Action Waiver

YOU AND CELERI LABS AGREE THAT EACH PARTY MAY ONLY BRING CLAIMS AGAINST THE OTHER SOLELY IN THEIR INDIVIDUAL CAPACITY. TO THE FULLEST EXTENT ALLOWED BY LAW, NEITHER YOU NOR CELERI LABS SHALL BE ENTITLED TO PARTICIPATE IN ANY PAST, PENDING, OR FUTURE CLASS OR OTHER REPRESENTATIVE-TYPE ACTIONS, TO CONSOLIDATE, JOIN OR COORDINATE DISPUTES BY OR AGAINST OTHER INDIVIDUALS OR ENTITIES, OR PARTICIPATE IN OR LITIGATE ANY DISPUTE IN A REPRESENTATIVE CAPACITY, INCLUDING AS A REPRESENTATIVE MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY, OR OTHERWISE SEEK TO RECOVER FOR LOSSES INCURRED BY A THIRD PARTY IN ANY ACTION PURSUANT TO ANY STATUTE THAT ALLOWS RECOVERY ON BEHALF OF, FOR THE BENEFIT OF, OR OF AMOUNTS LOST OR SPENT BY OTHER INDIVIDUALS IN CONNECTION WITH ANY DISPUTE.

To the extent applicable law does not allow the waiver of certain claims, but permits those claims to be arbitrated, then such claims shall be resolved in arbitration. To the extent allowed by law, the arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity, including injunctive relief.

10.1.2 Agreement to Arbitrate

You and Celeri Labs, to the fullest extent allowed by law, agree to submit any and all Disputes (as defined below) to individual binding arbitration rather than in a court, in accordance with this provision. Any dispute, claim, or controversy arising out of or relating to: (i) these Terms or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate; (ii) our Services, (iii) the Celeri Labs Privacy Policy; or (iv) the relationship between you and Celeri Labs (collectively, “Dispute(s)”) shall be determined by arbitration administered by JAMS. “Dispute” is to be given the broadest possible meaning that will be enforced. All Disputes shall be subject to these BINDING ARBITRATION AND CLASS ACTION AND REPRESENTATION-TYPE WAIVER provisions regardless of whether the Dispute is based in contract, statute, regulation, ordinance, tort (including fraud, misrepresentation, fraudulent inducement, and negligence), or any other legal or equitable theory. This includes claims or requests for relief that accrued before we agreed to this Agreement. Subject to the exceptions below, you and we understand that there is no judge or jury in arbitration and that court review of an arbitration award is limited. The parties waive their rights to a jury trial and to have any Dispute resolved in court. This Arbitration Agreement is governed by the FAA, including its procedural provisions, in all respects. State arbitration laws do not govern in any respect. This clause shall not preclude the parties from resolving Disputes in small claims court, to the extent they qualify, or prevent you or Celeri Labs from seeking equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents) or from seeking provisional remedies in aid of arbitration from any court of appropriate jurisdiction.

10.1.3 Informal Dispute Resolution

Celeri Labs seeks to address all the concerns of its customers without the need for a formal legal dispute. If you have any issues you want to discuss with us, please first contact our support team at support@getceleri.com. We will do our best to address your concerns. If the issue cannot be resolved by our support team, before filing a claim against Celeri Labs, you agree to try to resolve any Dispute (as defined below) informally and send us a written notice of Dispute at: 200 Broadway, 3rd Floor, Suite 209, New York, NY 10038 (“Written Notice of Dispute”). Such Written Notice of Dispute must include: (a) your full name and contact information, (b) a detailed description of the claim or Dispute, including dates, and (c) the specific damages or other remedy or remedies that you are seeking, and If we have a dispute with you, we will first send a Written Notice of Dispute detailing the Dispute to the address we have on file for you (whether physical or electronic), or, if we do not have an address, via an in-app notice.

This Written Notice of Dispute will be deemed to initiate the informal dispute resolution process. If a Dispute is not resolved within 30 days after the receipt of the Written Notice of Dispute, then the matter will proceed to arbitration as set forth in this section.

You and Celeri Labs understand and agree that any Dispute that has not first complied with the pre-arbitration Informal Dispute Resolution procedures described above shall not be accepted by the arbitration provider, and shall be deemed frivolous under Federal Rule of Civil Procedure 11(b); further, the arbitrator may allocate any arbitration fees and/or costs to any party that files a frivolous claim and shall be subject to dismissal if asserted in court.

10.1.4 Arbitration Procedures

Any such arbitration shall be conducted before a single neutral arbitrator in the English language pursuant to JAMS’ Streamlined Arbitration Rules and Procedures; provided, however, that Disputes involving claims and counterclaims in excess of $250,000 shall be arbitrated pursuant to the expedited procedures set forth in JAMS’s Comprehensive Arbitration Rules and Procedures, including Rules 16.1 and 16.2 thereof (the “JAMS Rules”). The JAMS Rules are available at www.jamsadr.com or by calling JAMS at 800-352-5267.

10.1.5 Exception – Mass Arbitration

For mass arbitrations (which are defined as 25 or more similar demands for arbitration filed against the same party or related parties by individual claimants represented by either the same law firm or law firms acting in coordination), the JAMS Mass Arbitration Procedures and Guidelines (“JAMS Mass Arbitration Rules”) shall apply. In such proceedings, the parties agree that, notwithstanding any other provisions of these Terms the Process Administrator (as described in the JAMS Mass Arbitration Rules) and the arbitrators shall have the authority to implement the procedures set forth in the JAMS Mass Arbitration Rules, including the authority to batch together individual arbitration demands into a single coordinated proceeding. All provisions of this section that are not in conflict with the JAMS Mass Arbitration Rules shall continue to apply. If this specific provision is found to be unenforceable, then the arbitration agreement shall be null and void and the parties shall litigate the Dispute in accordance with the applicable law provisions of these Terms, and that claim must be severed from the arbitration and brought into the State or Federal Courts located in the City and State of New York. For the avoidance of doubt, however, the Class Action Waiver And Representative-Type Action Waiver shall remain in force and be binding upon the parties.

You may choose to have the arbitration conducted by telephone or online video conference, based on written submissions, or in person at a mutually agreed location. You and Celeri Labs shall appoint as single arbitrator a person mutually agreed upon by you and Celeri Labs or, if you and Celeri Labs cannot agree within 30 days of either party’s request for arbitration, such single arbitrator shall, upon the request of either party, be selected pursuant to the JAMS Rules.

Notwithstanding the foregoing, if the arbitrator finds that a party’s claim, counterclaim, or appeal was frivolous, asserted in bad faith, or pursued for purposes of harassment, the arbitrator may award the opposing party its attorneys’ fees, costs, and expenses and all amounts charged by JAMS for the arbitration.

Under no circumstances shall the arbitrator be authorized or empowered to award any incidental, indirect, or consequential damages, including damages for lost profits, or punitive or exemplary damages, unless (but only to the extent that) such damages are required by statute to be an available remedy for any of the specific claims asserted, and the parties waive any right to recover such damages.

All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Any costs, attorneys’ fees, or taxes involved in confirming or enforcing the award will be fully assessed against and paid by the party resisting confirmation or enforcement of said award.

Whether to agree to arbitration is an important decision. It is your decision to make, and you are not required to rely solely on the information provided in these Terms. You are encouraged to take reasonable steps to conduct further research and to consult with counsel regarding the consequences of your decision.

10.1.6 Thirty Day Right to Opt Out

YOU MAY OPT OUT OF THE APPLICATION OF THIS ARBITRATION AGREEMENT. IF YOU DO NOT OPT-OUT, THESE TERMS WILL APPLY TO ALL CLAIMS YOU HAVE POSSESSED OR MAY POSSESS, WHETHER ASSERTED TO DATE OR NOT. IN ORDER TO EXERCISE YOUR OPTION, YOU MUST DO SO BY FOLLOWING THE INSTRUCTIONS BELOW. NO OTHER ACTION OR METHOD FOR OPT OUT SHALL BE EFFECTIVE.

IF YOU DO NOT WISH TO AGREE THAT THIS ARBITRATION AGREEMENT SHALL APPLY, YOU MUST, WITHIN THE 30-DAY PERIOD FOLLOWING YOUR ACCEPTANCE OF THESE TERMS, SEND NOTICE IN WRITING TO US AT: 200 BROADWAY, 3RD FLOOR, SUITE 209, NEW YORK, NY 10038. ANY SUCH NOTICE MUST INCLUDE YOUR FULL NAME, YOUR MAILING ADDRESS, YOUR EMAIL ADDRESS, AND THE WORDS “ARBITRATION OPT OUT.”

Even if you opt out of this arbitration agreement, you will remain subject to and bound by any prior arbitration agreements or provisions you previously agreed to with Celeri. Celeri Labs reserves and does not waive the right to assert any such prior arbitration agreements or provisions. If you do not opt out, to the extent these Terms in any way conflict with any prior agreement, these Terms shall control.

You and Celeri Labs agree that any claims or lawsuits, regardless of form, arising out of or related to any Dispute must be filed within two years of the action, omission, event or occurrence giving rise to the claim or suit, after which such claims will be time-barred and prohibited, without regard to any longer period of time which may be provided by any period of limitation or imposed by law or statute.

If any portion of this Binding Arbitration and Class Waiver section is determined by a court to be inapplicable or invalid, then except as set forth in the following sentence, the remainder shall still be enforceable to the maximum extent permitted by law. Notwithstanding the foregoing, if this section’s waiver of class or representative proceedings, class actions, or class arbitrations is held invalid or unenforceable in respect of a given claim for relief, or in case the mass arbitration exception above or JAMS Mass Arbitration Rules are found held invalid or unenforceable, then that claim must be severed from the arbitration and brought into the State or Federal Courts located in the City and State of New York.

This Binding Arbitration and Class Waiver section will survive the termination of your Celeri account, these Terms, and your relationship with Celeri Labs. The parties shall maintain the confidential nature of the arbitration proceeding and the award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision.

11 Governing Law

All matters arising out of or relating to the Services, these Terms, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction). Notwithstanding the foregoing sentence regarding substantive law, the parties acknowledge that these Terms evidence a transaction involving interstate commerce and agree that any arbitration conducted pursuant hereto shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1–16). Except as otherwise expressly set forth in any provision titled “Binding Arbitration and Class Waiver,” any legal action or proceeding arising under these Terms shall be brought exclusively in the federal or state courts of appropriate jurisdiction located in New York, New York, and the parties hereby irrevocably consent to the personal jurisdiction and venue of such courts.

12 Severability

These Terms are intended to govern the agreement between Celeri and you to the extent permitted by all applicable laws, ordinances, rules, and regulations. If any provision of these Terms or the application thereof to any person or circumstances shall, for any reason or to any extent, be invalid or unenforceable, then except as otherwise expressly set forth herein, the remainder of these Terms and the application of such provision to other persons or circumstances shall not be affected thereby, but rather shall be enforced to the greatest extent permitted by law.

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.