Terms of Service

Last updated: December, 2024

These terms of service (the “Terms of Service”) are a legal agreement between you and Rello Group, Inc. (“Rello”, “we,” “us,” or “our”). These Terms of Service specify the terms under which you may access and use our websites located at https://rello.co and http://hellorello.com (individually “Site”; collectively “Sites”) and mobile application (the “Rello App,” and together with the Sites, the “Services”)

PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE ACCESSING AND USING THE SERVICES OR ANY PORTION THEREOF, BECAUSE BY USING ANY OF THE SERVICES, CLICKING “I AGREE,” OR OTHERWISE MANIFESTING YOUR ASSENT TO THESE TERMS OF SERVICE,YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE, OUR PRIVACY POLICY, AND ANY ORDER FORMS, AS APPLICABLE (THE “PRIVACY POLICY”, TOGETHER WITH THE TERMS OF SERVICE AND ANY APPLICABLE ORDER FORMS THE “AGREEMENT”), WHICH IS HEREBY INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO (OR CANNOT COMPLY WITH) ALL OF THE TERMS OF THESE TERMS OF SERVICE, DO NOT ACCESS OR USE THE SERVICES.

THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT, AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.

If you accept or agree to this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the Agreement and, in such event, “you” and “your” will refer and apply to that company or other legal entity.

Capitalized terms not defined in these Terms of Service shall have the meaning set forth in our Privacy Policy.

1. OUR SERVICES AND USERS

The Services provide an online platform and mobile application for potential apartment renters (“Renter(s)”) to apply and prequalify for apartments on the Platform. Apartment property owners (“Rello Partners”) can have their properties managed through the Platform.

Our Services have several types of users:

Visitors. Visitors to our Site, as the term implies, are people who do not register for an account, but want to explore the Site for informational purposes. No login is required for visitors to the Site. Visitors can access all publicly-available content and features of the Site, and can contact us using the contact link on the Site.
Registered Users and Accounts.

Renters. In order to become a Renter, you must establish an account with us. To create an account, you will be prompted to choose between either creating a password and user name (“Rello User ID”) and perhaps providing certain additional information that will assist in authenticating your identity when you log-in in the future, or signing in using one of your login credentials from a third party service (e.g. your Google sign-in credentials or your Apple sign-in credentials) (collectively “Login Credentials”). You may not transfer your account to anyone else without our prior written permission. When creating your account, you must provide true, accurate, current, and complete information about yourself. Each set of Login Credentials can be used by only one individual. You are responsible for maintaining the confidentiality of your account Login Credentials. You are fully responsible for all activities that are associated with your account (including but not limited to), use of the Services, or communications from your account to Rello). You agree to immediately notify us of any unauthorized use or suspected unauthorized use of your account or any other breach of security.

Rello Partner Accounts. Rello Partners must establish an account with us to use the Platform. Each Rello Partner must then grant access to its current employees, contractors or agents it authorizes to access and use the Platform (“Authorized Users”). Authorized Users must log into the Platform. During the initial registration on the Platform, Rello Partner shall provide Rello access to the sign-in name (“Sign-In Name”), and certain additional information, including a valid email address, that will assist in authenticating the Authorized User’s identity when he or she logs-in in the future (“Unique Identifiers”). Rello will use such information to create accounts for Authorized Users on the Platform. Rello Partner is solely responsible for the confidentiality and use of Authorized Users’ Sign-In Names, Passwords, and Unique Identifiers, as well as for any use, misuse, or communications entered through the Platform. Rello Partner will promptly inform us of any need to deactivate a Password or Sign-In Name or change any Unique Identifier. We reserve the right to delete or change Authorized Users’ Passwords, Sign-In Names, or Unique Identifiers at any time and for any reason. We will not be liable for any unauthorized use of an Authorized User’s account.

Renters, Rello Partners and Authorized Users will sometimes be referred to collectively as “Users” in these Terms of Service.

Rello is under no obligation to accept any individual or entity as an account holder, and may accept or reject any registration in our sole and complete discretion.

In order to use the payment functionality of Rello application, you must open a "Dwolla Account" provided by Dwolla, Inc. and you must accept the Dwolla Terms of Service and Privacy Policy. Any funds held in or transferred through your Dwolla Account are held or transferred by Dwolla's financial institution partners. You must be at least 18 years old to create a Dwolla Account. You authorize Rello to collect and share with Dwolla your personal information including full name, date of birth, social security number, physical address, email address and financial information, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your Dwolla Account through Rello’s application, and Dwolla account notifications will be sent by Rello, not Dwolla. Rello will provide customer support for your Dwolla Account activity, and can be reached at https://rello.co, and/or support@rello.co.

Rello Partner Specific Terms

The following terms apply specifically to Rello Partners who use the Platform. These terms are in addition to all other terms contained in the Agreement.

1. LICENSE

Rello hereby grants Rello Partner during the Term (as defined below) a limited, non-exclusive, non-transferable (except as permitted in this Agreement) right, without the right to grant sublicenses, to allow Authorized Users to access and use the Platform for Rello Partner’s own internal business purposes. Rello Partners’ access to the Platform is subject at all times to the terms and conditions of this Agreement. Rello will be responsible for hosting the Platform and the Website in accordance with this Agreement and the applicable Order Form, and Rello Partner will be responsible for obtaining Internet connections and other third-party software and services necessary for it to access the Platform and the Website.

2. MODIFICATIONS

We reserve the right to modify the Platform from time to time by adding, deleting, or modifying features to improve the user experience or for other business purposes. We further reserve the right to discontinue any feature of the Platform or portion thereof, at any time during the Term at our sole and reasonable discretion. Any such modification or discontinuance during the Term will not materially decrease the overall functionality of the Platform.

3. BETA FEATURES

From time to time, we may invite Rello Partners to try “beta” features or functionalities of the Platform which are not generally available to our customers for production use at no charge. Rello Partner may accept or decline any such trial in your sole discretion. Such beta features are for evaluation purposes only and not for production use, are not considered part of the Services under this Agreement, are not supported, and may be subject to additional terms. Unless otherwise expressly agreed to by us, any beta feature trial period will expire upon the date that a version of the beta feature becomes generally available to all of our customers for production use or upon the date that we elect to discontinue such beta feature. We may discontinue beta features at any time in our sole discretion and may never make them generally available as part of the Platform. We will have no liability to Rello Partner or any third party for any harm or damage arising out of or in connection with any use of a beta feature, and your use of any beta feature is at your own risk.

4. SUPPORT SERVICES

We accept support questions twenty-four (24) hours per day, seven (7) days per week via the Platform. Responses to support questions submitted through the Platform are provided during our normal business hours only. We attempt to respond to support questions within one (1) business day, although we do not promise or guarantee any specific response time.

5. BACKGROUND CHECKS

Rello Partners may choose to have the background check and credit report portion of the rental application process completed through the Platform. For those Rello Partners, after a Renter has completed a rental application and paid the required fees, including the rental application fee, (“Application Fee”) for a specific Rello Partner, the Renter will consent to have one of our third-party background and credit check service providers, such as Checkr Inc. and RentPrep(“Background Check Service Providers”) complete a background check on the Renter. All decisions based upon the background check will be made by the Rello Partner and not us. Rello is not liable for any decision taken by a Rello Partner as a result of the background check. However, if a Renter’s rental application is rejected based on a Rello Partner’s decision from the results of the background check, Rello will refund all payments made by the Renter back to the Renter except for the Application Fee. Rello has no control over the privacy practices of Checkr, RentPrep and all other third-party background check service providers’ websites. They have their own terms of service and privacy policies, and you should review their policies to get more information.

6. DYNAMIC PRICING

Rello Partners may decide to list apartments they are interested in leasing on Rello’s timed dynamic pricing feature (“Timed Dynamic Pricing”). With this feature, instead of just accepting individual applications for an apartment, potential renters will submit offers (“Offers”) for the specific apartment through the Platform in a Timed Auction. If a potential renter’s offer is selected by the Rello Partner, the potential renter will receive a proposed lease for the apartment, subject to all successful verification processes (for example, prequalification and background checks) and completing all remaining steps as set by the specific Rello Partner. Potential renters can adjust their Offers throughout the timed process. However, if an Offer is submitted during the last 5 minutes of the Timed Auction, the timing window will automatically be extended for an additional 5 minutes giving all participants the chance to review their Offers and make any desired adjustments.

7. FEES AND PAYMENT

7.1. Fees and Taxes. In consideration for Rello Partner’s access to and use of the Services, Rello Partner shall pay to us the fees set forth in the subscription model they choose online (the “Fees”). Fees and other charges described in the Order Form are in addition to and do not include any federal, provincial, or local sales, PST, GST, HST, VAT, foreign withholding, use, property, excise, service, or similar transaction taxes (“Taxes”) now or hereafter levied, all of which will be for Subscriber’s account. Any applicable direct pay permits or valid tax-exempt certificates must be provided to us prior to the execution of this Agreement. If we are required to collect and remit Taxes on Subscriber’s behalf, we will invoice Rello Partner for such Taxes, and Rello Partner will pay us for such amounts in accordance with the payment terms set forth in the Order Form. Rello Partner hereby agrees to indemnify, defend, and hold Rello, our Affiliates, our suppliers and hosting providers, and our and their respective Representatives (as defined below) harmless from and against any and all liabilities, costs, and expenses (including reasonable attorneys’ fees) (“Losses”) incurred by any such parties in connection with any Taxes and related costs, interest, and penalties paid or payable by us on Subscriber’s behalf. For the avoidance of doubt, we will only be responsible for taxes related to our income, property, franchise, or employees.

7.2. Payment Terms. We will invoice Rello Partner for the Fees and any applicable Taxes within a reasonable time following the end of each calendar month during the Subscription Term, for the Services provided during such calendar month. Invoices shall be sent electronically via email. Unless otherwise agreed in writing by Rello, invoices shall be paid by bank wire/ACH, check or credit card within thirty (30) days of Subscriber’s receipt of the invoice.

7.3. Late Payments. In the event that any invoiced amount remains unpaid by the payment due date, and Rello Partner fails to cure such default within thirty (30) days of such due date, with or without written notice of such default from Rello, then, unless otherwise set forth in the Order Form, without limiting our rights and remedies, we may: (i) charge interest on the outstanding balance (not to exceed the maximum rate permitted by law); (ii) condition future subscription renewals and additional Order Forms on payment terms shorter than those specified in the applicable Order Form; (iii) suspend the Services until such payment is received; and/or (iv) terminate your subscription.

7.4 Non-Refundable. Unless otherwise expressly provided for in this Agreement all Fees paid under this Agreement are non-refundable.

8. CONFIDENTIALITY

“Confidential Information” means: (i) with respect to Rello, the Platform, and any and all source code relating thereto and any other non-public information or material regarding our legal or business affairs, financing, properties, pricing, or data; (ii) with respect to Subscriber, the Subscriber Data and any non-public information or material regarding Subscriber’s legal or business affairs, financing, employees, properties, or data; and (iii) with respect to each Party, the terms and conditions of this Agreement. Notwithstanding any of the foregoing, Confidential Information does not include information which: (a) is or becomes public knowledge without any action by, or involvement of, the Party to which the Confidential Information is disclosed (the “Receiving Party”); (b) is documented as being known to the Receiving Party prior to its disclosure by the other Party (the “Disclosing Party”); (c) is independently developed by the Receiving Party without reference or access to the Confidential Information of the Disclosing Party and is so documented; or (d) is obtained by the Receiving Party without restrictions on use or disclosure from a third party.

8.1 Confidentiality. At all times the Receiving Party will protect and preserve the Confidential Information of the Disclosing Party as confidential, using no less care than that with which it protects and preserves its own confidential and proprietary information (but in no event less than a reasonable degree of care), and will not use the Confidential Information for any purpose except to perform its obligations and exercise its rights under this Agreement or as otherwise expressly permitted in this Agreement. The Receiving Party may disclose, distribute, or disseminate the Disclosing Party’s Confidential Information to any of its officers, directors, members, managers, partners, employees, contractors or agents (its “Representatives”), provided that the Receiving Party reasonably believes that its Representatives have a need to know and such Representatives are bound by confidentiality obligations at least as restrictive as those contained herein. The Receiving Party will not disclose, distribute, or disseminate the Confidential Information to any third party, other than its Representatives, without the prior written consent of the Disclosing Party. The Receiving Party will at all times remain responsible for any violations of this Agreement by any of its Representatives. If the Receiving Party is legally compelled to disclose any of the Disclosing Party’s Confidential Information, the Receiving Party will provide the Disclosing Party prompt prior written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Section. If such protective order or other remedy is not obtained or the Disclosing Party waives compliance with the provisions of this Section, the Receiving Party may furnish only that portion of the Confidential Information which it is advised by its counsel is legally required to be disclosed, and will use its best efforts to insure that confidential treatment will be afforded such disclosed portion of the Confidential Information.

8.2 Specific Performance and Injunctive Relief. The Receiving Party acknowledges that in the event of a breach of Section 9.1 by the Receiving Party or its Representatives, substantial injury could result to the Disclosing Party and money damages will not be a sufficient remedy for such breach. Therefore, in the event that the Receiving Party or its Representatives engage in, or threaten to engage in any act which violates Section 10.1, the Disclosing Party will be entitled, in addition to all other remedies which may be available to it under law, to seek injunctive relief (including, without limitation, temporary restraining orders, or preliminary or permanent injunctions) and specific enforcement of the terms of Section 10.1. The Disclosing Party will not be required to post a bond or other security in connection with the granting of any such relief.

UNIVERSAL TERMS

These terms apply to all Users of the Platform.

9. USER DATA

“User Data” means: (i) any data, information and other materials that a Rello Partner and a Rello Partner’s Authorized Users submit to the Platform pursuant to this Agreement, but excluding, however, any Feedback and (ii) any data, information and other materials submitted by Renters, including Renter Content (as defined below).

9.1. User Data. Subject to the terms and conditions of this Agreement, you hereby grant us a non-exclusive, worldwide, fully paid-up, royalty-free right and license, with the right to grant sublicenses through multiple tiers to vendors providing services to us (such as hosting providers), to reproduce, execute, use, store, archive, modify, perform, display, and distribute the User Data only for the purpose of providing the Services hereunder. Except as provided in Section 9.2 below, Rello will not redistribute any User Data to other customers. Upon expiration or termination of the Agreement and subject to 10.2, we may retain an archival copy of the User Data kept in the normal course of business or for purposes of complying with Applicable Law.

9.2. Aggregated Data. We monitor the performance and use of the Platform by Users, and we collect data in connection therewith, including, without limitation, date and time that Users access the Platform, the portions or pages of the Platform visited, the frequency and number of times such pages are accessed, and other usage data (the “Usage Data”). We may combine this Usage Data with other data (including User Data), and use such combined data, or a subset thereof, in an aggregate and anonymous manner (the “Aggregate Data”). Aggregate Data does not identify any User. Users hereby agree that we and our successors and assigns may collect, use, publish, disseminate, sell, transfer, and otherwise exploit such Aggregate Data in any way that we see fit. Our collection, processing, storage, transfer, and use of User Data, Aggregate Data, Usage Data, and all other data collected by us in connection with this Agreement, including, but not limited to the personal data of all Authorized Users, shall at all times comply with our Privacy Policy, and all applicable laws.

9.3. YOU, AND NOT RELLO, ARE ENTIRELY RESPONSIBLE FOR ALL YOUR USER DATA THAT YOU UPLOAD, OR OTHERWISE TRANSMIT VIA THE SERVICES. We are not obligated to use any User Data on our Services, and we reserve the right to remove any User Data at any time in our sole discretion, with or without notice.

9.4 If you submit User Data to us, each such submission constitutes a representation and warranty to Rello that you have the rights necessary to grant the license to the User Data under section 10.1 , and that the User Data and its use by Rello and our content partners as permitted by this Agreement does not and will not infringe, misappropriate, or otherwise violate the intellectual property rights, moral rights, or rights of privacy or publicity of any person, or contain any libelous, defamatory, or obscene material or content that violates the Agreement. You agree to defend, indemnify, and hold us, our affiliates, and our and their respective owners, members, officers, directors, employees, agents, successors, licensees, licensors, and assigns harmless from and against any damages, liabilities, losses, expenses, claims, actions, and/or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of the representations and warranties in this paragraph.

10. RESTRICTIONS

Age Restrictions. The Services are available only to individuals aged 18 years or older. If you are 18 or older, but under the age of majority in your jurisdiction, you should review this Agreement with your parent or guardian to make sure that you and your parent or guardian understand it.

We reserve the right, in our sole and absolute discretion, to deny you access to the Services, or any portion of the Services, including by closing or disconnecting your account, without notice and without reason. Notwithstanding the foregoing, if User already has a lease arrangement on the Platform, Rello will provide User with 30-days of prior notice before the disconnection of their account.

11. RENTER CONTENT

The Services allow Renters to upload documents such as asset statements used for prequalification and application purposes (collectively, “Renter Content”). After the prequalification process is complete, we will share Renter Content with the Rello Partners a Renter is interested in. In addition, if a Rello Partner decides to use Rello for the background and credit check process, once a Renter completes a rental application for a specific Rello Partner. Checkr, RentPrep or another third-party background check service provider will, with the Renter’s consent, collect Renter’s Third Party Information (as instructed by the Rello Partner) for the purposes of conduct a background and credit check. Apart from this, we will not share any information uploaded to us with any other third party except for aggregation purposes. If you decide to delete your account, we will delete all information you provided for us and only keep a copy of the information for aggregated purposes.

12. INTELLECTUAL PROPERTY

The Services contains material, such as software, text, graphics, images, and other material provided by or on behalf of Rello (collectively referred to as the “Content”). The Services and the Content are protected under United States and foreign laws. The Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. Except as expressly provided in this Agreement, Rello and our licensors exclusively own all right, title, and interest in and to the Services and Content, including all associated intellectual property rights.

Subject to the terms and conditions of these Terms of Use, Rello grants you a limited, non- transferable, non-exclusive, license to access and use the Services and the Content solely for your personal purposes. You may not (i) remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Services or the Content, or (ii) sell, transfer, assign, license, sublicense, or modify the Services or the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Services or Content in any way for any public or commercial purpose.

The trademarks, service marks, and logos of Rello (the “Rello Trademarks”) used and displayed on the Services are registered and unregistered trademarks or service marks of Rello. Other company and service names located on the Services may be trademarks or service marks owned by third parties (the “Third-Party Trademarks,” and, collectively with Rello Trademarks, the “Trademarks”). Nothing on the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of Rello Trademarks inures to our benefit.

Elements of the Services are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.

13. FEEDBACK

As a registered User of our Services, you may elect to provide us with feedback, comments, and suggestions with respect to our Services (“Feedback”). You agree that Rello will be free to use, reproduce, disclose, and otherwise exploit any and all such Feedback without compensation or attribution to you.

14. USAGE RIGHTS AND RESTRICTIONS

Subject to the terms and conditions of this Agreement, Rello grants you a limited, non-transferable, non-exclusive, license to access and use the Services solely for your personal purposes. Rello may terminate this license at any time for any reason. Further, when using or accessing the Services, you agree that:

You will not upload, post, chat, e-mail, transmit, or otherwise make available any User Data that:

infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or is defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another’s privacy, promotes violence or illegal activity, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity); or discloses any sensitive information about another person, including that person’s e-mail address, postal address, phone number, credit card information, or any similar information. You will comply with all applicable laws in your use of the Services and will not use the Services for any unlawful purpose;

You will not access or use the Services to collect any market research for a competing business;

You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;

You will not interfere with, or attempt to interrupt the proper operation of, the Services through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any Content, data, files, or passwords related to the Services through hacking, password or data mining, or any other means;

You will not decompile, reverse engineer, or disassemble any software or other products or processes accessible through the Services;

You will not cover, obscure, block, or in any way interfere with any safety features on the Services;

You will not use any robot, spider, scraper, or other automated means to access the Services for any purpose without our express written permission;

You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure;

You will not allow anyone to access and use your account;

You will not resell, distribute, or sublicense the Services or use it for the benefit of anyone other than you or your business;

You will not remove or modify any proprietary markings or restrictive legends placed on the Services; and

You will not introduce, post, or upload to the Services any Harmful Code. As used herein, “Harmful Code” means computer code, programs, or programming devices that are intentionally designed to disrupt, modify, access, delete, damage, deactivate, disable, harm, or otherwise impede in any manner, including aesthetic disruptions or distortions, the operation of the Services, or any other associated software, firmware, hardware, computer system, or network (including, without limitation, “Trojan horses,” “viruses,” “worms,” “time bombs,” “time locks,” “devices,” “traps,” “access codes,” or “drop dead” or “trap door” devices) or any other harmful, malicious, or hidden procedures, routines or mechanisms that would cause the Services to cease functioning or to damage or corrupt data, storage media, programs, equipment, or communications, or otherwise interfere with the operations of the Services.

Rello reserves the right, at any time, to modify, suspend, or discontinue the Services or any part thereof with or without notice. You agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services or any part thereof. You are free to stop using the Services at any time.

15. DIGITAL MILLLENNIUM COPYRIGHT ACT

Rello respects the intellectual property rights of others and attempts to comply with all relevant laws. We will review all claims of copyright infringement received and remove any Content or User Content deemed to have been posted or distributed in violation of any such laws.

Our designated agent under the Digital Millennium Copyright Act (the “Act”) for the receipt of any Notification of Claimed Infringement which may be given under that Act is as follows:

Via Email at: dmca@rello.co
Mailing Address:
Rello Group, Inc.
131 Spring St, 4th Floor
New York, NY 10012

If you believe that your work has been copied on the Services in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including (i) a description of the copyrighted work that has been infringed and the specific location on the Services where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.

16. NO WARRANTIES; LIMITATION OF LIABILITY

THE SERVICES, AND ALL CONTENT AND OTHER INFORMATION ON OR ACCESSIBLE FROM OR THROUGH THE SERVICES ARE PROVIDED BY RELLO ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. RELLO EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES, THE CONTENT, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SECURITY OR ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, RELLO DOES NOT WARRANT THAT: (1) THE INFORMATION ON THE SERVICES IS CORRECT, ACCURATE OR RELIABLE; (2) THE FUNCTIONS CONTAINED ON THIS SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; OR (3) DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVER THAT MAKE THEM AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) WE SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE SERVICES, OR THE CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES, NOT ATTRIBUTABLE TO PERSONAL INJURIES, THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE SERVICES OR THE CONTENT SHALL BE LIMITED TO ONE HUNDRED UNITED STATES DOLLARS (US $100). RELLO IS NOT LIABLE FOR ANY ADVERSE DECISION MADE BY A RELLO PARTNER AS A RESULT OF A BACKGROUND CHECK.

SOME JURISDICTIONS, INCLUDING THE STATE OF NEW JERSEY, DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIMITATION OF CERTAIN LIABILITIES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU.

NOTHING IN THIS AGREEMENT SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.

17. INDEMNIFICATION

You agree to defend, indemnify, and hold us and our officers, directors, employees, agents, successors, licensees, licensors, and assigns harmless from and against any damages, liabilities, losses, expenses, claims, actions, and/or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (i) your breach of any of your representations, warranties or other obligations under these Terms of Service; (ii) your use or misuse of the Site; and/or (iii) your violation of any third-party rights, including without limitation any copyright, trademark, property, publicity, or privacy right. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right to assume the exclusive defense and control (at your expense) of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.

18. COMPLIANCE WITH APPLICABLE LAWS

The Services are based in the United States. We make no claims concerning whether the Services are accessible, or whether Content may be downloaded, viewed, or be appropriate for use outside of the United States. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

19. CONTROLLING LAW

This Agreement and any action related thereto will be governed by the laws of the State of New York without regard to its conflict of laws provisions.

20. BINDING ARBITRATION

In the event of a dispute arising between you and Rello under or relating to this Agreement or the Services (each, a “Dispute”), such Dispute will be finally and exclusively resolved by binding arbitration governed by the Federal Arbitration Act (“FAA”). Any election to arbitrate, at any time, shall be final and binding on the other party. IF EITHER YOU OR RELLO CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by you and Rello, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com. Each of you and Rello will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. As set forth in Section 15 below, nothing in this Agreement will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.

21. CLASS ACTION WAIVER

You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

22. EQUITABLE RELIEF

You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in New York, New York for purposes of any such action by us.

23. DISPUTES BETWEEN AND AMONG USERS

In the event that you have a dispute with one or more other Users, you release Rello, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services.

24. EXTERNAL SITES

The Services may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.

25. CHANGES TO THE AGREEMENT

These Terms of Service are effective as of the last updated date stated at the top. We may change these Terms of Service from time to time. Any such changes will be posted on the Site. By accessing the Services after we make any such changes to these Terms of Service, you are deemed to have accepted such changes. Please refer back to these Terms of Service on a regular basis.

26. DOWNLOAD THE APPLICATION

a. Apple App Store

We make the Services available through the Apple App Store. The following terms apply when you download the App from Apple’s App Store. These terms are in addition to all other terms contained in the Agreement. You acknowledge and agree that (i) the Agreement is concluded between you and Rello only, and not Apple; and (ii) Rello, not Apple, is solely responsible for the Marketplace and content thereof. Your use of the App must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App. In the event of any failure of any of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, for the App to you and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. As between Rello and Apple, any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Rello. You acknowledge that, in the event of any third-party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights, as between Rello and Apple, Rello, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim to the extent required by the Agreement. You acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Agreement as related to your license of the App, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as related to your license of the App against you as a third-party beneficiary thereof.

b. Google Play Store

We make the Services available through the Google Play Store. The following applies to the App when you download it from the Google Play Store (the App when downloaded from the Google Play Store shall be referred to herein as “Google-Sourced Software”) These terms are in addition to all other terms contained in the Agreement. You acknowledge that these Terms of Service are between you and Rello only, and not with Google, Inc. (“Google”) Your use of Google-Sourced Software must comply with Google’s then-current Google Play Terms of Use Google is only a provider of Google Play where you obtained the Google-Sourced Software; Rello, and not Google, is solely responsible for the Google-Sourced Software; Google has no obligation or liability to you with respect to the Google-Sourced Software or these Terms of Use; You acknowledge and agree that Google is a third-party beneficiary to this Agreement as it relates to the Google-Sourced Software.

27. TERMINATION OF THE AGREEMENT

We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Platform, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Platform or the Services at any time without prior notice or liability.

28. GENERAL

No failure or delay by Rello in exercising any right or remedy under the Agreement will operate, or be deemed to operate, as a waiver of any such right or remedy. If any provision of the Agreement is found invalid or unenforceable by a court of competent jurisdiction, that provision will be amended and the remainder of the Agreement will remain in full force and effect. The Agreement constitutes the final and complete agreement between you and Rello regarding the subject matter hereof, and supersede any prior or contemporaneous communications, representations, or agreements between us, whether oral or written, including, without limitation, any confidentiality or non-disclosure agreements. Headings are for convenience only and shall not be used to limit or interpret the meaning of any of the provisions of the Agreement. Terms which by their nature are intended to survive indefinitely shall survive and shall apply to you even if you have canceled your account or stopped using the Services, including, without limitation, the limitations of liability, indemnity, and dispute resolution provisions.

29. HOW TO CONTACT US

If you have questions about the Agreement or our Services, please contact us via email at hello@rello.co