Terms of Service

1. Parties to this Agreement

This Agreement is a contract between you ("you", "your") and Openigloo, Inc. ("Openigloo", "we", "us", "our") (each individually a "Party", and collectively the "Parties"). This Agreement is a legally binding agreement between you and Openigloo governing your non-transferrable (unless with our prior written consent) use of Openigloo's:

• Flex Rent Services
• Guarantor Services
• Rent Payment Services
• Application Services
• Openigloo platform, website, and any features and products made available through the application or website (collectively, the "Services")

We may transfer or assign this Agreement, and any rights under this Agreement, to a third party without notice to you or without your consent.

2. The Services

Openigloo provides Services that allow users to:

• Research buildings and landlords
• Schedule tours
• Apply for housing opportunities
• Sign leases
• Pay rent, including paying rent in installments (the "Extended Repayment Feature"), which may be accessed through your Account

3. Eligibility

The Services are intended solely for:

• Residents of one of the fifty (50) United States or the District of Columbia
• Natural persons who are eighteen (18) years of age or are of the legal age in their state of residence
• Users whose Openigloo account address is a valid residential address in one of the fifty (50) United States or the District of Columbia (not a P.O. Box)

Any registration by, use of, or access to the Services by a person under 18 or under the legal age in their state of residence is unauthorized, unlicensed and in violation of these Terms of Service.

By using the Services, you represent and warrant that you are a resident of one of the fifty (50) United States or the District of Columbia and at least 18 years old or are of legal age in your state of residence.

4. Changes to this Agreement

We may amend this Agreement from time to time. If we make any changes that we deem to be material, we will notify you in advance via the email address associated with your Account.

If you do not have an Openigloo Account, it is your responsibility to review this Agreement on the Openigloo website from time to time to see if it has changed. If you do not agree with the changes, do not use the Services.

5. Openigloo Accounts

5.1 Account Requirement
You will need your own Openigloo account (each, an "Account") to use certain Services. Each person may only hold one Openigloo Account.

5.2 Account Obligations
In consideration of your use of the Services, you agree to:

• Provide accurate, current and complete information about you as may be prompted by any registration forms ("Registration Data");
• Maintain the confidentiality and security of your password and identification, and accept responsibility for all activities that occur with your permission under your account or password;
• Maintain and promptly update the Registration Data to keep it accurate, current and complete;
• Promptly notify Openigloo regarding any material changes to information or circumstances that could affect your eligibility to continue to use the Services; and
• Be fully responsible for all use of your Account and for any actions that take place using your Account.

5.3 Lost or Stolen Password
If your password is lost or stolen, or if you believe there has been unauthorized access to your Account by third parties, please notify us immediately and change your password as soon as possible.

5.4 Closing Your Account
You may request to close your Account at any time by contacting us at info@openigloo.com. Your request may take up to 30 business days to process. Note the following:

• If you owe any payment to Openigloo, we will not close your Account until that payment has been made, but we may limit your ability to make additional transactions.
• You may not close your Account to evade an investigation.
• You will remain liable for all obligations related to your Account even after the account is closed.
• Openigloo will retain your information in accordance with our Privacy Policy and applicable law.

6. Verification and Privacy

6.1 Identity Verification
You agree to provide any information or documentation reasonably requested by us to verify your identity in connection with your Account or any use of Services. You authorize us to make, directly or through third parties, any inquiries we consider necessary to verify your identity. Openigloo reserves the right to close, suspend or limit access to the Services if we are unable to obtain or verify any of this information.

6.2 Credit and Consumer Reports
You agree that we may make inquiries to assess your eligibility to use the Services, including of third parties. This includes consent for Openigloo to obtain one or more credit reports or other consumer reports from consumer reporting agencies for use in:

• Determining your eligibility for an Openigloo loan
• Reviewing and servicing your Openigloo account
• Marketing Openigloo products or services to you
• Other permissible purposes under the Fair Credit Reporting Act

7. Prohibited Activities

7.1 General Prohibition
You agree not to use the Services for any unlawful or fraudulent activity and to immediately contact us if you believe your Account may be subject to unauthorized use, account takeover, or other fraudulent activity or security breach.

By using the Services, you agree that you will not, and will not assist or enable others to:

• Breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, or this Agreement;
• Provide false, inaccurate or misleading information to us;
• Provide information belonging to any person other than yourself;
• Use an Openigloo Account that belongs to another person for yourself or on behalf of another person;
• Use any device, software, routine, file or other tool or technology, including but not limited to any viruses, trojan horses, worms, time bombs or cancelbots, intended to damage or interfere with the Services or to surreptitiously intercept or expropriate any system, data or personal information;
• Take any action that imposes an unreasonable or disproportionately large load on our infrastructure, including but not limited to denial of service attacks, "spam", or any other unsolicited overload technique;
• Commit unauthorized use of the Services, including but not limited to unauthorized entry into our systems, misuse of passwords, or misuse of any information posted to the Services;
• Open or use multiple Openigloo Accounts; or
• Harass, threaten, or abuse our employees, agents, or other users.

8. Intellectual Property

All content included in or made available through the Services — such as text, graphics, logos, button icons, images, digital downloads, data compilations, and software — is protected under applicable copyrights, trademarks and other proprietary rights and is owned by Openigloo or one of its affiliates.

The copying, redistribution, use or publication by you of any part of the Services, unless expressly permitted in this Agreement, is strictly prohibited. Use of the Services does not give you ownership of any intellectual property rights in any content, documents or other materials you access. The posting of information or materials on the Services does not constitute a waiver of any right in such information and materials.

9. Trademark Notices

The trademarks, service marks and logos (the "Trademarks") used and displayed on the Services are registered and unregistered Trademarks of Openigloo. Other trademarks, service marks and trade names may be owned by others.

Nothing on the Services should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark or any other Openigloo intellectual property. The name "Openigloo" and any other Trademarks shall not be used in any way — including in advertising or publicity — without prior written permission from Openigloo.

10. Consent To Electronic Communications

10.1 Electronic Consent
By clicking to accept this Agreement, you are deemed to have executed this Agreement electronically. You consent to electronically receive and access via email or your Openigloo Account all records, disclosures and notices related to your Account or the Services.

Your consent to receive records, disclosures and notices electronically will remain in effect until you withdraw it. You may withdraw your consent at any time by sending an email to info@openigloo.com with "Revoke Electronic Consent" in the subject line. If you withdraw consent, Openigloo reserves the right to restrict, deactivate or close your Account.

10.2 Valid Email Requirement
To ensure we can provide communications electronically, you agree to provide us with a valid email and to notify us immediately of any change in your email address by updating your Account or contacting us via email.

10.3 Technical Requirements
To view and retain a copy of this Agreement and other communications, you will need:

• A device (such as a computer or mobile phone) with a web browser and internet access
• Either a printer or local or cloud-based storage space

By accepting this Agreement electronically, you represent that: (a) you have read and understand the above consent; (b) you satisfy the minimum hardware and software requirements in this Section 10.3; and (c) your consent will remain in effect until withdrawn as specified in Section 10.1.

10.4 Paper Copies
You may request a copy of customer agreements at no charge by contacting Openigloo at info@openigloo.com. Any request for a paper copy will not be treated, in and of itself, as withdrawal of consent to receive electronic communications.

11. Short Message Service ("SMS") Communications

11.1 SMS Consent
If you choose to open an Account, Openigloo may send you SMS messages. By providing your telephone number, you:

• Agree to receive SMS messages at each telephone number provided, regardless of whether such number is on a do-not-call registry
• Certify that the telephone number provided is your number and not someone else's
• Represent that you are permitted to receive SMS at the telephone number provided
• Agree to alert us whenever you stop using a particular telephone number

11.2 Purpose of SMS Messages
SMS messages sent by Openigloo will be used only to verify your phone number or service upcoming or overdue payments associated with the Extended Repayment Feature. Openigloo will not send you advertisements or marketing-related SMS.

You understand that such SMS may be placed using an automatic telephone dialing system or may include automated SMS messages. You agree that you are responsible for any message, data rates or fees that your telephone service provider charges.

11.3 SMS Terms
By entering your mobile number, you agree to receive text messages for service notifications and verification codes from Openigloo.
Message frequency will vary
Reply HELP for help, STOP to stop/cancel
Standard Message & Data rates may apply
We do not sell your data
Carriers are not liable for delayed or undelivered messages

12. Dispute Resolution

PLEASE READ THIS SECTION CAREFULLY. IT CONTAINS A MANDATORY BINDING ARBITRATION AGREEMENT, A CLASS ACTION WAIVER, AND A JURY TRIAL WAIVER. BY USING OPENIGLOO IN ANY WAY, YOU AGREE TO THIS SECTION IN ITS ENTIRETY.

12.1 Governing Law
This Agreement is governed by the laws of the State of New York, without regard to conflict of laws principles. The Federal Arbitration Act (9 U.S.C. § 1 et seq.) ("FAA") governs the validity, enforceability, and interpretation of this Section 12 and preempts any conflicting state law.

12.2 Informal Resolution
Before initiating arbitration, you must send Openigloo a written Notice of Dispute describing the nature of the dispute and the relief sought. The notice must be sent to:

Openigloo, Inc., 253 36th Street, C668, Brooklyn, NY 11232, Attn: Legal
Or by email to: legal@openigloo.com

The parties agree to attempt to resolve the dispute informally for thirty (30) days after receipt of the notice. This informal resolution process is a condition precedent to initiating arbitration. Any applicable statute of limitations shall be tolled during this period.

12.3 Mandatory Binding Arbitration
EXCEPT AS EXPRESSLY PROVIDED HEREIN, ALL DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF OPENIGLOO SHALL BE RESOLVED EXCLUSIVELY BY FINAL AND BINDING INDIVIDUAL ARBITRATION. ARBITRATION IS MANDATORY AND NOT OPTIONAL.
YOU AND OPENIGLOO WAIVE THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION, TO THE FULLEST EXTENT PERMITTED BY LAW.

Arbitration shall be administered by the American Arbitration Association ("AAA") under its applicable rules, including the Consumer Arbitration Rules where appropriate (available at www.adr.org). If the AAA is unavailable or unwilling to administer the arbitration, the parties shall agree on an alternative arbitration provider.

The arbitration shall take place in New York County, New York, unless otherwise required by applicable law, and may be conducted remotely (including by video, telephone, or written submissions) at the election of either party. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Delegation Clause: The parties clearly and unmistakably agree that the arbitrator—not any court—shall have exclusive authority to resolve all disputes relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement, including any claim that all or part of this Section is void or voidable.

12.4 Class Action and Jury Trial Waiver
YOU AND OPENIGLOO AGREE THAT ALL CLAIMS MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.

The arbitrator may not consolidate more than one person's claims or otherwise preside over any form of representative or class proceeding, to the fullest extent permitted by law.

If a court of competent jurisdiction determines that applicable law precludes enforcement of any portion of this waiver as to a particular claim, then that claim (and only that claim) must be severed and brought in court on an individual basis only.

12.5 Limited Exceptions
Small Claims Court. Small claims court if the claim qualifies and remains on an individual basis.
Injunctive Relief. Either party may seek temporary, preliminary, or emergency injunctive or equitable relief in a court of competent jurisdiction, to the extent necessary to prevent imminent harm, including misuse of intellectual property, platform abuse, or unauthorized use of data. Seeking such relief does not waive the right to compel arbitration.

12.6 Arbitration Fees
Payment of arbitration fees shall be governed by the applicable AAA rules and applicable law. Each party shall bear its own attorneys' fees and costs, except that the arbitrator may award reasonable attorneys' fees and costs to the prevailing party to the extent permitted by applicable law.

12.7 Opt-Out
You may opt out of this arbitration agreement by sending written notice to Openigloo within thirty (30) days of first accepting this Agreement. Notice may be sent by certified mail to the address listed above or by email to legal@openigloo.com.

The notice must include:

• Your full legal name
• The email address associated with your account
• A clear statement that you wish to opt out of arbitration

If you do not timely opt out, you will be bound by this Section 12. Opting out of arbitration does not affect any other provisions of this Agreement. If you opt out, any disputes shall be brought exclusively in the state or federal courts located in New York County, New York.

12.8 General
This Section 12 shall survive termination of this Agreement. If any provision of this Section is found unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect. This Section 12 shall be enforced to the fullest extent permitted by law and shall control over any conflicting provision of this Agreement.

13. Applicable Law and Jurisdiction

Except as expressly provided otherwise, this Agreement is governed by, and will be construed under, the laws of the State of Delaware, without regard to choice of law principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

Judicial proceedings (other than small claims actions) that are excluded from the agreement to arbitrate in Section 12 must be brought in state or federal court in or closest to New York County, New York, unless we both agree to some other location. You and we both consent to venue and personal jurisdiction there, and both parties agree to waive their right to a jury trial.

14. Limitation of Liability

To the extent not prohibited by law, under no circumstances shall we, our subsidiaries, partners, or affiliates, be liable to you for:

• Personal injury or any indirect, incidental, consequential, special or exemplary damages, arising from or relating to this Agreement, the use of or inability to use an Openigloo Account, the Services, or our or your liabilities to third parties arising from any source; or
• Except as required under applicable law, any indirect, incidental, consequential, special or exemplary damages arising from the conduct of you or anyone else in connection with the use of an Openigloo Account or the Services, including but not limited to damages arising from your failure to provide accurate information.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY. ACCORDINGLY, SOME OF THIS SECTION MAY NOT APPLY TO YOU.

You agree that if any lawsuit or court proceeding is permitted under this Agreement, the aggregate liability of us and our affiliates and suppliers to you for all claims arising out of or related to this Agreement or your use or inability to use the Services will not exceed the greater of:

• The amount paid under any affected order(s) giving rise to such damages; or
• The amount of five hundred U.S. dollars ($500.00).

These limitations will apply even if the above stated remedy fails of its essential purpose.

15. Indemnification

You agree to release, indemnify and hold harmless us, our affiliates, and our and their respective officers, directors, employees and agents from and against any claims, liabilities, damages, losses and expenses, including without limitation reasonable legal and accounting fees, arising out of or in any way related to:

• Your access to, use of, or inability to use your Openigloo Account or the Services;
• Your breach or alleged breach of this Agreement;
• Your violation of any rights of a third party, including any negligent or willful misconduct of your employees, contractors, or agents, or a breach of any contracts or other relationships between you and third parties;
• Your violation of any applicable law; or
• Your failure to provide and maintain true, accurate, current and complete information in your Openigloo Account.

You shall cooperate as fully as reasonably required in the defense of any such claim. Openigloo reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification. You agree not to settle any matter without the prior written consent of Openigloo. This indemnification obligation will survive these Terms and the termination of your use of the Services.

16. Disclaimer of Warranties

16.1 "As Is" Disclaimer
THE SERVICES ARE PROVIDED "AS IS" WITHOUT REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. WITHOUT LIMITING THE FOREGOING, OPENIGLOO SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

16.2 No Warranty of Performance
OPENIGLOO DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES ARE ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, ERROR-FREE, WITHOUT DEFECT OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

16.3 Third-Party Listings
Openigloo does not warrant, endorse, guarantee, or assume responsibility for any apartments advertised or offered by a Property Owner. Openigloo does not have control of apartments that are paid for using the Services.

17. Miscellaneous

17.1 Term and Termination
This Agreement is effective until terminated by either party. You may terminate this Agreement by destroying all Services-related materials obtained from us or Openigloo and paying all amounts you owe in full. The privileges granted to you under this Agreement will terminate immediately and automatically without notice if, in our sole discretion, you fail to comply with any term or provision of this Agreement.

17.2 Severability
If any provision of this Agreement (or any portion thereof) is determined to be invalid or unenforceable, the remaining provisions shall not be affected thereby and shall be binding upon the parties and shall be enforceable, as though said invalid or unenforceable provision were not contained in this Agreement.

17.3 No Waiver
The failure of Openigloo to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision in that or any other instance.

17.4 Survival
The following provisions of this Agreement shall survive termination of your use or access to the Services: Dispute Resolution, Applicable Law and Jurisdiction, Limitation of Liability, Indemnification, Disclaimer of Warranties, Miscellaneous, and any other provision that by its terms survives termination of your use or access to the Services.

17.5 Entire Agreement
This Agreement constitutes and contains the entire agreement between you and us with respect to the subject matter hereof and supersedes any prior or contemporaneous oral or written agreements. You and we acknowledge and agree that the other has not made any representations, warranties or agreements of any kind, except as expressly set forth herein.

18. Questions

If you have any questions, complaints or claims with respect to the Services, please contact us at:

info@openigloo.com

We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.