1. INTRODUCTION AND ACCEPTANCE

Please read this Terms of Service Agreement (these "Terms") carefully, as it constitutes legally binding terms and conditions between you, as the user of our Services (as defined below) and Roomi, Inc. and its affiliates, successors and assigns ("Roomi" "we" "us" or "our"). These Terms apply to your use of and access to (a) our website, located at www.roomiapp.com and all corresponding web pages and websites owned or operated by Roomi (the "Sites"), (b) the Roomi-branded mobile, web, tablet, desktop and other applications, including applications made available through Facebook, iOS and Android (the "App(s)"), or (c) any other content, applications, features, functionality, information and services offered by us whether through the Apps, the Sites or otherwise (each of the above individually and collectively referred to herein as the "Services"), whether you are accessing the Services and/or using the Services as a lister, roommate or visitor and whether via a wireless or mobile device, a tablet a personal computer or any other technology or device (each, a "Device"). If you are entering into these Terms in connection with your employment or on behalf of an organization or entity, you represent to us that you are authorized to bind your employer or such organization or entity and all references to "you" and "your" shall refer to you and your employer or such organization or entity. THESE TERMS CONTAIN ARBITRATION AND CLASS ACTION PROVISIONS LOCATED IN SECTION 21 OF THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE THE CHOICE NOT TO UTILIZE OUR SERVICES.

These Terms, and any additional terms we may provide regarding other products and services we may offer you, such as the Background Check Terms of Service, are incorporated in these Terms (the "Additional Terms"). The Services may also provide rules of participation for certain activities and services, including contests, sweepstakes and other initiatives ("Rules"). The Services' Privacy Policy, the Additional Terms and the Rules are hereby incorporated into these Terms by reference as though fully set forth herein. Transparency over how we collect, safeguard and use your information is of paramount importance to us. For more information regarding the collection, use, sharing and transfer of your information, please refer to our Privacy Policy and Cookie Policy. Any capitalized terms used but not defined herein shall have their respective meanings in the Privacy Policy and Cookie Policy.

2. ELIGIBILITY; COMPLIANCE; VERIFICATION.

Use of our Services is limited to users 18 years of age and older and who can form legally binding contracts. By using our Services, you represent and warrant to us that you are at least 18 years of age or older. You also represent and warrant that your use of our Services does not (a) violate any law, rule or regulation to which you may be subject, including any export control laws, terms, conditions or requirements promulgated by any provider of a third party platform (e.g., Facebook) or Third Party Services, (b) neither you, nor your Accommodation (as defined in Section 4) (if you are a Provider (as defined in Section 4)) are located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country and (c) you are not listed on any U.S. Government list of prohibited or restricted parties, in each case under applicable law. Certain features of our Services may be subject to heightened age and/or other eligibility requirements and restrictions.

It is difficult to verify identities and profiles on the Internet and we do not assume any responsibility for the confirmation of any user's, Provider's or Mover's identity. Notwithstanding the above, for transparency and fraud prevention purposes, and as permitted by applicable laws, we may, but undertake no obligation to (a) ask users of the Services to provide a form of government identification or other information or undertake additional checks designed to help verify the identities or backgrounds of users, (b) screen users of the Services against third party databases or other sources and request reports from service providers, and (c) where we have sufficient information to identify a user of the Services, obtain reports from public records of criminal convictions or sex offender registrations or an equivalent version of background or registered sex offender checks in your local jurisdiction (if available).

3. USER REGISTRATION.

In order to access and use certain content, features and functionality of our Services (including the Provider Services and Mover Services), we may require that you register for an account ("User Account") by creating a username and password combination ("User Credentials") or by linking external accounts, which may include but is not limited to Facebook, Google, GlobaliD and Apple, to the Services, and providing certain personal information. We collect, use and store such information in accordance with our Privacy Policy and Cookie Policy . You are solely responsible for the accuracy and content of your information. You are also responsible for maintaining the strict confidentiality of your User Credentials and you are responsible for any access to or use of our Services by you or any person or entity using your User Credentials. You agree to immediately notify Roomi of any unauthorized use of your User Credentials or User Account or any other breach of security. It is your sole responsibility to (a) control the dissemination and use of your User Credentials and User Account, (b) control access to your User Credentials and User Account, and (c) cancel your User Account on Services. We reserve the right to deny access, use and registration privileges to any User of our Services and prevent you from listing your accommodations if we believe you have provided inaccurate information or if there is a question about the identity of the person trying to access our Services. Roomi shall not be responsible or liable for any loss or damage arising from your failure to comply with this Section 3.

4. SERVICES.

Key Definitions.

• "Accommodation" means the living quarters or space that a Lister, Housing Provider or Premium Housing Provider wishes to offer through the Services.
• "Cancellation Policy" means the policy that allows a Mover to cancel his or her booking of an Accommodation in the event that Mover meets certain criteria applicable to such cancellation policy. The Cancellation Policy shall either be "Relaxed," "Moderate" or "Strict" as further described in Sections 10 and 12 and in Roomi's Cancellation Policy Terms and Conditions.
• "Housing Provider or Business or Partner" means a provider of an Accommodation that is not currently the tenant or lives in the Accommodation.
• "Lister" means the peer to peer provider of an Accommodation listed on the Services.
• "Listing" means a listing that describes and/or relates to a particular Accommodation and such listing includes the Listing Content and any specifications or additional terms related to such Accommodation that a user posts via the Services.
• "Mover" means the person seeking an Accommodation via the Services.
• "Verified Partner" means a business (see above) who has submitted information that has been reviewed by our team, and has an active subscription.

Services Generally. The Services create an online platform that allows Providers, Movers and our partners to publish, list, post, access and communicate regarding a variety of verified listings and ancillary services around the world. Among other features, the Services verify listings, provide renting suggestions, allow for secure in-app messaging, allow you to view the amenities, house rules and map before visiting an Accommodation and view potential Mover profiles. As the provider of the Services, Roomi does not own, create, sell, resell, provide, control, manage, offer, deliver or supply any Accommodations, nor is Roomi an organizer or retailer of travel packages under Directive (EU) 2015/2302. When a Provider and Mover make, establish or accept a booking for an Accommodation, they are entering into a contract directly with each other. Roomi is not and does not become a party to or other participant in any contractual relationship between such Provider and Mover, nor is Roomi a real estate broker or insurer. Roomi is not acting as an agent, representative or broker in any capacity for any Provider, Mover or user of the Services.

Provider Services. Subject to these Terms, after you create a User Account and if you are a Provider, you will be able to create a listing that describes the Accommodation, provide details about your ideal roommate or Mover (e.g., non-smoker, no pets), the location of the Accommodation, Rent Payments and other related services (collectively, "Provider Services"). The Provider Services also allow you to charge and collect Rent Payments via RoomiPay and manage your Accommodations.

Mover Services. Subject to these Terms, if you are a Mover, you will be able to search and view various Accommodations via the Services and, if you choose to create a User Account, save Accommodations you are interested in, submit requests for and book Accommodations, elect to undergo a background check, communicate with Roomi's third-party partner regarding renter's insurance and other related services (collectively, "Mover Services"). Depending on the Provider, the Mover Services may also enable you to submit Rent Payments via RoomiPay to the Provider.

RoomiPay. RoomiPay is an optional service that allows Providers to collect Rent Payments and other payments from Movers.

Third Party Services and Content. The appearance, availability, or your use of any third party websites (whether in the form of a hyperlink, API call, widget integration or redirect), platforms, services (including the background check services or renters insurance services) data or materials ("Third Party Services") or third party platforms referenced or included anywhere in connection with our Services does not constitute an endorsement by, nor does it incur any obligation, responsibility or liability on the part of Roomi. If any Third Party Services you interact with obtains or collects personal information from you, in no event shall we assume or have any responsibility or liability. Accordingly, we encourage you to be aware when you leave our Services and to read the terms and conditions and privacy policy of each Third Party Service you use.

5. USER CONDUCT.

We want to keep our Services safe and enjoyable for everyone and the use of our Services for unlawful or harmful activities is expressly prohibited. You agree that, while using our Services, you shall not:

• engage in or encourage conduct that would violate any applicable law, rule, regulation, judicial or government order or give rise to civil liability or violate or infringe upon any intellectual property, proprietary, privacy, moral, publicity or other rights of ours or of any other person or entity;
• enable or allow others to use the Services via your User Account;
• submit, post, email, display, transmit or otherwise make available through our Services any material or take any action that is or is likely to be unlawful, harmful, threatening, abusive, tortious, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy or publicity rights, harassing, profane, obscene or vulgar, or promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
• submit, post, email, display, transmit or otherwise make available through our Services any material that you do not have a right to make available under any law, rule or regulation or under contractual or fiduciary relationships (such as inside information, proprietary or confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements), or otherwise creates a security or privacy risk for any other person or entity;
• engage in or encourage conduct that affects adversely or reflects negatively on or interferes with our brand, Services, business, goodwill or reputation or causes duress, distress or discomfort to us or anyone else, or discourage any person from using our Services, or from advertising or becoming a supplier to us in connection with our Services;
• submit, post, email, display, transmit or otherwise make available through our Services any material that contains a software virus, worm, spyware, Trojan horse or other computer code, file or program designed to interrupt, impair, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
• except as expressly permitted herein, use our Services for commercial or business purposes, including to construct any kind of database or search engine;
• use the Services for any reason other than for its intended use, including to modify, disrupt, impair, alter or interfere with the use, features, function, operation or maintenance of our Services or the rights or use or enjoyment of our Services by any other user;
• offer, as a Provider, any Accommodation that you do not yourself own or have the right to offer or permission to make available through the Services;
• unless permitted by Roomi, book any Accommodation if you will not be using the Accommodation yourself;
• use the Services to request, make or accept a booking independent of the Services, to circumvent any Service Fees or for any other reason;
• re-identify or discover the identity of certain anonymous parties presented to you;
• impersonate any person or entity or falsely state or otherwise represent your affiliation with any person or entity;
• publish anyone's identification documents or sensitive financial information;
• disrupt, interfere with, or inhibit any other User from using the Services (such as stalking, intimidating, or harassing others, inciting others to commit violence, or harming minors in any way);
• engage in chain letters, junk mail, pyramid schemes, spamming, or other unsolicited messages;
• take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our or our third party providers' infrastructure;
• place advertisement of any products or services in the Services;
• attempt to modify, alter, interfere with or falsify the results of any background checks you elect to undergo;
• forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted on, through or in connection with our Services;
• request, accept or make any payment for Service Fees outside of the Services. If you do so, you acknowledge and agree that you: (i) would be in breach of these Terms; (ii) accept all risks and responsibility for such payment, and (iii) hold Roomi harmless from any liability for such payment;
• solicit passwords or personal identifying information for commercial or unlawful purposes from other users or engage in spamming, flooding, harvesting of email addresses or other personal information, "spidering", "screen scraping", "phishing", "database scraping", or any other activity with the purposes of obtaining lists of other users or other information, including transmitting or facilitating in the transmission of junk email, chain letters, duplicative or unsolicited messages;
• discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any violent, harmful, abusive or disruptive behavior;
• modify, reverse engineer, decompile or disassemble any part of our Services, whether in whole or in part, or create any derivative works from any part of our Services, or encourage, assist or authorize any other person to do so; or
• submit, post, email, display, transmit or otherwise make available through our Services any information, materials or content (and/or engage in or encourage conduct or other activities) that are, or could be perceived as, false, incorrect, misleading or deceptive.

These obligations shall survive termination.

Roomi assumes no responsibility for monitoring our Services for inappropriate, false, incorrect, misleading, deceptive or unlawful content, information, materials or conduct posted by or on behalf of a third party. If at any time Roomi chooses in its sole discretion to monitor our Services, Roomi nonetheless assumes no responsibility for the information contained in or related to an Accommodation or User Postings (as hereafter defined), assumes no obligation to modify or remove any Listing or User Postings, and no responsibility for the conduct of any user. We may also review User Postings transmitted through non-public mechanisms (such as non-public channels within the Services) where we deem appropriate, including for violations of these Terms or in response to a user complaint. Roomi reserves the right to investigate and take appropriate legal action against anyone who, in Roomi's sole discretion, violates, or is suspected of violating, this Section 5, including, without limitation, reporting you to law enforcement authorities.

You shall comply with any codes of conduct, policies, storage limitations, or other notices Roomi provides or publishes in connection with the Services. You shall promptly notify Roomi if you learn of a security breach related to the Services.

6. INTELLECTUAL PROPERTY RIGHTS

Definitions

• "Content" means all content, audio-visuals, photographs, audio, images, illustrations, graphics, video, copy, software, etc.), code, data and materials displayed on or otherwise made available through the Services, including as contained in any advertisements and the "look and feel" of such content on the Services, but shall exclude Listing Content.
• "Listing Content" means the photos, images, illustrations, graphics or information that related to an Accommodation that you upload to the Services in connection with creating a Listing.
• "Trademarks" means all identifiers, trademarks, logos, service marks, and trade names associated with or controlled or owned by Roomi.
• "User Postings" means any post, review, provide feedback email or otherwise make available comments, data, text, sound, photographs, graphics, messages, reviews and feedback about the Services and/or Accommodations via the Services.

Ownership

As between you and Roomi, Roomi owns the Services and all Content. This includes all intellectual property and proprietary rights in such Content. When you use the Services, or download materials from the Services, you do not acquire any ownership of any such Content. Upon uploading or making available any User Postings or Listing Content via the Services, you are granting to Roomi a non-exclusive, royalty-free, perpetual, irrevocable, worldwide, sublicensable and transferable license to use, display, perform, reproduce, access, make available, distribute, adapt, modify, copy and create derivative works of the User Postings or Listing Content in connection with the Service and/or Roomi's business. Except as permitted herein, the Services are only for your personal, non-commercial use. You may not make any commercial use of the Services, or any Content made available on the Services, unless you have received our prior written permission. You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Services, Content or Listing Content, except to the extent that you are the legal owner of certain Listing Content or as expressly permitted by these Terms.

Trademarks

The Trademarks displayed on the Services are registered and unregistered Trademarks of Roomi and may not be used in any manner that is likely to cause customer confusion, or that disparages or discredits Roomi. You do not receive, by implication or otherwise, any license or right to use any Trademark or Content displayed on the Services without our prior written permission, which may be withheld in our sole discretion.

User Postings

Our Services may provide you with an opportunity to submit, post, message and make available certain messages (both public and between users), postings and other content (collectively, "User Postings"). You represent and warrant (a) your User Postings will not violate these Terms, including, Section 5 and (b) that you own the User Posting posted or sent by you or otherwise have the right to grant the rights, licenses and privileges described in these Terms. All User Postings are and will be considered non-confidential and non-proprietary. User Postings do not reflect the views of Roomi, and you understand that by using our Services, you may be exposed to other people's User Postings that could be offensive, indecent or objectionable and, as such, Roomi does not guarantee the accuracy, integrity, quality or content of any User Postings. We have the right, but not the obligation, to review any User Posting and to delete, remove, move, edit or reject or investigate any incidents related to such User Postings, without notice to you, for any reason or for no reason. Under no circumstances shall Roomi be liable in any way for User Postings, including, without limitation, errors or omissions in any User Postings, or any loss or damage of any kind incurred as a result of any User Postings made available.

Restrictions

Except as we expressly permit, you may not download, display, copy, distribute, modify, perform, transfer, create derivative works from, sell, or otherwise exploit any Content on the Services or the Services themselves. The framing or scraping of or in-line linking to our Services or any Content, and/or the use of webcrawler, spidering or other automated means to access, copy, index, process and/or store any Content or the Services, other than as expressly authorized by us, is prohibited. You further agree to abide by exclusionary protocols (e.g., Robot.txt, Automated Content Access Protocol (ACAP), etc.) used in connection with our Services. Additionally, you are not permitted to alter, delete or conceal in any manner any copyright, Trademark, or other notices contained on our Services, including, without limitation, notices on any Content you transmit, display, print, stream or reproduce from our Services. Any unauthorized or prohibited use of any Content or the Services may violate or infringe copyright and other laws of the United States and other countries, as well as applicable local and state laws, and may subject you to liability for such unauthorized use.