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Last modified: May 2022

Terms

Disclosure

IMPORTANT – READ CAREFULLY. THESE TERMS AND CONDITIONS DEFINE THE RELATIONSHIP BETWEEN LANDA HOLDINGS, INC. (“LANDA,” THE “COMPANY” “WE” OR “US”) AND THE PERSON (“USER” OR “YOU”) ACCESSING THE LANDA APPLICATION DOWNLOADABLE TO YOUR MOBILE DEVICE (THE “APP”). YOU MAY USE THE APP ONLY IF YOU ARE 18 YEARS OF AGE OR OLDER, YOU HAVE THE CAPACITY TO FORM A BINDING CONTRACT, AND YOU ARE NOT A PERSON BARRED FROM ACCESSING THE APP UNDER THE LAWS OF THE UNITED STATES OR ANY OTHER JURISDICTION. IF YOU ARE ACCEPTING THESE TERMS AND CONDITIONS ON BEHALF OF A COMPANY, ORGANIZATION, OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO DO SO. IF YOU CANNOT CONFIRM THE FOREGOING, THEN YOU MUST NOT AGREE TO THESE TERMS AND CONDITIONS AND MAY NOT USE THE APP. YOU MAY USE THE APP ONLY IN COMPLIANCE WITH THESE TERMS AND CONDITIONS AND ALL APPLICABLE LAWS AND REGULATIONS.

YOU ACKNOWLEDGE AND AGREE THAT BY CLICKING ON THE ACCEPT BUTTON OR SIMILAR BUTTONS OR LINKS AS MAY BE DESIGNATED BY LANDA TO SHOW THESE TERMS AND/OR TO INSTALL THE APP, YOU ARE ENTERING INTO A LEGALLY BINDING CONTRACT. YOU WILL NOT BE PERMITTED TO USE THE APP AND THE ASSOCIATED LANDA SERVICES UNLESS AND UNTIL YOU ACCEPT THESE TERMS AND CONDITIONS AND ANY OTHER RULES OR POLICIES THAT LANDA MAY CREATE AND MAKE AVAILABLE ON ITS WEBSITE FROM TIME TO TIME.

CERTAIN SERVICES THAT WE PROVIDE MAY HAVE ADDITIONAL TERMS AND CONDITIONS (“ADDITIONAL TERMS”).

IF APPLICABLE, WE SHALL MAKE THOSE ADDITIONAL TERMS AVAILABLE TO YOU, AND THEY SHALL BECOME PART OF YOUR AGREEMENT WITH US IF YOU CHOOSE TO USE OUR SERVICES. IN THE EVENT OF A CONFLICT BETWEEN THE ADDITIONAL TERMS AND THESE TERMS, THE ADDITIONAL TERMS SHALL PREVAIL.

Agreement with Respect to Terms and Conditions

These Terms and Conditions constitute a legally binding agreement between Landa and you. You are responsible for regularly reviewing these Terms and Conditions. You can review the most current version of the Terms and Conditions at any time via the App. You acknowledge that you have read these Terms and Conditions, and accept, understand and will be bound by them. You further acknowledge that these Terms and Conditions, together with Landa’s Privacy Policy, which is incorporated herein by reference, represent the complete and exclusive statement of the agreement between Landa and you relating to your access or use of the App and supersedes any proposal or prior agreement oral or written, and any other communications between the parties regarding such matters.

You acknowledge that the App may provide Landa and certain of our third-party providers with access to certain non-public personal information about the App’s users. Any information you provide to Landa, or any such providers, through your use of the App is subject to the terms of our Privacy Policy. By entering into these Terms and Conditions, you represent that you have read, understood and accepted the Privacy Policy.

You also agree that Landa may collect and use technical data and related information, including but not limited to, technical information about your device, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services (if any) related to the App. Landa may use this information to provide services or technologies to you.

You are solely responsible for maintaining the confidentiality of your App log-in credentials. You agree to notify us immediately if you have reason to believe that someone is using your account without your permission. Landa will not be responsible for any losses arising out of your failure to notify us of unauthorized use, or any loss or damage you may incur as a result of someone else using your account, either with or without your knowledge. You agree to indemnify and hold harmless Landa and its officers, equity holders, employees, partners, parents, subsidiaries, agents and licensors, as applicable, for any improper, unauthorized or illegal uses of your App log-in credentials.

4.1 Transacting Business Electronically

Because Landa operates only on the App, it is necessary for you to consent to transact business with us online and electronically. As part of doing business with us and our affiliates (“Our Affiliates”), therefore, we also need you to consent to our giving you certain disclosures electronically, either via the App or to the email address you provide to us. By agreeing to these Terms and Conditions, you agree to receive electronically all documents, communications, notices, contracts, and agreements (including any IRS Forms) arising from or relating to your use of the App—including without limitation this electronic signature and disclosure notice—and the Services, including any securities you have purchased, and the servicing of any securities you have purchased on the App (each, a “Disclosure”). You agree that this use of electronic documents and records satisfies any requirement that we provide you these documents and their content in writing. An IRS Form refers to any Form 1099, or other Form, Schedule or information statement, including corrections of such documents, required to be provided pursuant to Internal Revenue Service rules and regulations and that may be provided electronically (each, an “IRS Form”), provided that you consent to such electronic delivery, as more fully described in the subscription document(s) applicable to you. If you do not agree, do not accept these Terms and Conditions.

Digital ("electronic") signatures, often referred to as an "e-signature", enable paperless contracts and help speed up business transactions. The 2001 E-Sign Act was meant to ease the adoption of electronic signatures. The mechanics of the electronic signature include your signing any documents and/or agreements (“Agreements”) in the App by typing in your name, with the underlying software recording your IP address, your browser identification, the timestamp, and a securities hash within an SSL encrypted environment. All electronically signed Agreements will be available to you so you can store and access it at any time, and it will be stored and accessible on the App and hosting provider, including backups. You hereby consent and agree that electronically signing Agreements constitutes your signature, acceptance, and agreement as if actually signed by Tenant in writing. Further, all parties agree that no certification authority or other third-party verification is necessary to validate any electronic signature; and that the lack of such certification or third-party verification will not in any way affect the enforceability of your signature or resulting contract between you and Landa or any of our Affiliates. You understand and agree that your e-signature executed in conjunction with the electronic submission of any Agreements shall be legally binding and such transaction shall be considered authorized by you. You also agree that your electronic signature is the legal equivalent of your manual signature on any Agreement and you consent to be legally bound by this terms and conditions of such Agreement. You hereby agrees that all current and future notices, confirmations and other communications regarding an of the Agreements specifically, and future communications in general between the parties, may be made by email, sent to the email address of record as set forth in such Agreement or as otherwise from time to time changed or updated and disclosed to the other party, without necessity of confirmation of receipt, delivery or reading, and such form of electronic communication is sufficient for all matters regarding the relationship between the parties. If any such electronically sent communication fails to be received for any reason, including but not limited to such communications being diverted to the recipients spam filters by the recipients email service provider, or due to a recipient's change of address, or due to technology issues by the recipients service provider, the parties agree that the burden of such failure to receive is on the recipient and not the sender, and that the sender is under no obligation to resend communications via any other means, including but not limited to postal service or overnight courier, and that such communications shall for all purposes, including legal and regulatory, be deemed to have been delivered and received.

If you require paper copies of such Disclosures, you may write to us at the mailing address provided below or email us at hi@landa.app and a paper copy will be sent to you at a cost of up to $5.00. A request for a paper copy of any Disclosure will not be considered a withdrawal of your consent to receive Disclosures electronically. Any IRS Forms provided electronically will remain accessible for twelve months following the end of the tax year to which the IRS Forms relate, or six months after the date of issuance of the IRS Forms, whichever is later; after that time the IRS Forms may no longer be accessible electronically. We may discontinue electronic provision of Disclosures at any time in our sole discretion, in which case we will provide you with paper copies.

4.2 Consenting to Do Business Electronically

Your consent to receive Disclosures and transact business electronically, and our agreement to do so, applies to any transactions to which such Disclosures relate, whether between you and Landa or between you and Our Affiliates. Your consent will remain in effect for so long as you are a user and, if you are no longer a user, will continue until such a time as all Disclosures relevant to transactions that occurred while you were a user have been made, subject to any special rules regarding consent to electronic delivery of IRS Forms, as more fully described in the subscription document(s) applicable to you.

4.3 Hardware and Software Requirements

In order to receive, access and retain Disclosures or other documents and records electronically, you must satisfy the following device hardware and software requirements: (i) access to the Internet, (ii) an email account and related software capable of receiving email through the Internet, (iii) supported web browsing software (three most recent versions of Google Chrome, Microsoft Edge or Firefox, Internet Explorer version 11 or higher, or Safari version 10 or higher), (iv) hardware capable of running this software and (v) software that permits you to receive and access Portable Document Format or “PDF” files, such as Adobe Acrobat Reader 8.0 or higher. In addition to the above requirements, you must make sure that you have software on your mobile device that allows you to download and retain documents and records. These applications can be found for most mobile devices in the device’s respective “app store.” If you do not have these capabilities on your mobile device, please access the App through a device that provides these capabilities. Your acceptance of these Terms and Conditions indicates your signature and your acceptance of this notice.

4.4 Wireless Charges

Your wireless and/or mobile provider may charge for use of the App, including fees for receipt of text messages or data transmission.

4.5 TCPA Consent

You expressly consent to receiving calls and messages, including auto-dialed and pre-recorded message calls, and SMS messages (including text messages) from us, Our Affiliates, agents and others calling at their request or on their behalf, at any telephone numbers that you have provided or may provide in the future (including any cellular telephone numbers). Your cellular or mobile telephone provider will charge you according to the type of plan you carry. You should contact your provider to determine what fees, if any, will be charged.

4.6 Withdrawing Consent

You may not withdraw your consent as long as you have any outstanding investments made through the App; provided, however, that you may withdraw consent to receive electronic delivery of IRS Forms, as more fully described in the subscription document(s) applicable to you. If you have no outstanding investments made through the App and wish to withdraw consent to doing business electronically, we will terminate your registered user account with us.

4.7 How to Contact Us Regarding Electronic Disclosures

You can contact us via email at hi@landa.app. You may also contact us in writing at the following address: Landa Holdings, Inc; 6 W 18 St, New York, NY, 10011. You will keep us informed of any change in your email or home mailing address so that you can continue to receive all Disclosures in a timely fashion. If your registered email address changes, registered home mailing address or telephone number you must notify us of the change by sending an email to hi@landa.app.

You will print a copy of these Terms and Conditions for your records and you agree and acknowledge that you can access, receive and retain all Disclosures electronically sent via email or posted on the App.

Securities Offering Matters

5.1 General

Notwithstanding anything to the contrary in these Terms and Conditions, in no event shall anything in these Terms and Conditions be deemed to be a waiver, and we will not assert there has been a waiver, that would not be permissible under Section 14 of the Securities Act of 1933, as amended (the “Securities Act”), Section 29(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or any other applicable provision of federal and state securities laws. The securities offered on the App are being offered and sold in reliance on the exemptive provisions of Regulation A promulgated under the Securities Act (“Regulation A”). Only “qualified purchasers,” as defined in Regulation A, may purchase securities offered on the App. The Securities sold will not publicly traded and are therefore illiquid. Neither the U.S. Securities and Exchange Commission nor any state securities commission or other regulatory authority has approved, passed upon or endorsed the merits of any offering on the App.

Persons who are residents outside of the United States are not allowed access to investment opportunities on the App. Our Services (and certain pages of the App) that relate to the viewing of actual investment opportunities or to making investments in the securities offered therein may not be used by any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or where Landa is not authorized to provide such information or services.

Investment overviews on the App contain summaries of the purpose and principal business terms of the investment opportunities. Such summaries are intended for informational purposes only and do not purport to be complete, and each is qualified in its entirety by reference to the more detailed discussions contained in the subscription documents relating to such investment opportunity. The investment overviews have been prepared by Landa without reference to any particular user’s investment requirements or financial situation, and potential investors are encouraged to consult with professional tax, legal and financial advisors before making any investment.

5.2 Documentation

You may be required to provide supporting documents to Landa that provide proof that you are an Accredited Investor and as to your status with respect to being an Issuer Covered Person. Such proof will require your completion of a subscription agreement and may require completion of a questionnaire and satisfactory background information screening. Your failure to provide any information and documentation requested to confirm your status will be cause for Landa to immediately discontinue your use of the App by preventing your access to the App and the Services

Please review the offering circular prior to investing in any of the securities offered on the App; A copy of the most recent version of the offering circular may be obtained by emailing hi@landa.app, via the App or accessed online at sec.gov.

Services; Scope of License

The App may enable access to Landa’s services and third party services and websites, including, any other features, content, or services offered from time to time by Landa in connection with the App (collectively and individually, the “Services”). Use of the Services requires Internet access.

The App is licensed, not sold, to user for use only under these Terms and Conditions, unless a Landa Service is accompanied by a separate license agreement, in which case the terms of that separate license agreement will govern, subject to user’s prior acceptance of that separate license agreement. Landa reserves all rights not expressly granted to user. These Terms and Conditions are subject to occasional amendment in accordance with Section 12, below.

The App license granted to user by Landa is limited to a personal, nontransferable, nonexclusive, non-sublicensable license to use the App on any supported iPhone, iPad or iPad Mini or Android device that user owns or controls. This license does not allow user to use the App on any device that user does not own or control. User may not distribute or make the App available over a network where it could be used by multiple devices at the same time. User may not rent, lease, lend, sell, redistribute or sublicense the App. User may not copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the App, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open-sourced components included with the App). Any attempt to do so is a violation of the rights of Landa and its licensors. If user breaches this restriction, user may be subject to prosecution and damages. The terms of the license will govern any upgrades provided by Landa that replace and/or supplement the App, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.

The license granted pursuant to these Terms and Conditions is solely for user’s personal use (but not for resale or redistribution) and may not be used for any other purposes. You have no right or claim of right to any App content or any unique ideas found on the App. No ownership rights are granted to you hereunder and no title is transferred hereby.

Content

All text, videos, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, artwork, algorithms, functionalities, features and computer code, including but not limited to design, structure, “look and feel” and arrangement of the content available on the App or through the Services (collectively, “Content”) is owned, controlled or licensed by or to Landa, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws.

The App is operated and maintained by Landa and/or its licensors and suppliers (which may include lessors, lessees, owners, sellers, buyers, agents, brokers, multiple listing services, builders, service providers, content providers, vendors and others) (collectively, “Licensors and Suppliers”). Subject to the limited rights to use the App pursuant to these Terms and Conditions, Landa retains all right, title and interest in and to the App, including all related intellectual property contained therein. You acknowledge that Landa may enhance, supplement, modify, or remove Content on the App at any time for any reason without notice to you, but that Landa shall have no duty to update any such Content. You acknowledge that there may be inaccuracies or typographical errors in Content on the App from time to time. Landa specifically disclaims all liability for such inaccuracies or errors.

All rights, title and interest in and to the user interface and Content, including any software, on or through the App shall belong to Landa or its Licensors and Suppliers, including all modifications thereof and enhancements thereto.

Unpublished rights are reserved under the copyright laws of the United States.

Prohibited Uses

Except as expressly provided in these Terms and Conditions, no part of the App may be copied, reproduced, republished, posted, publicly displayed, translated, or distributed in any way. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the App or any Content, in any manner.

You may not transfer or copy, without permission, any Content from the wireless device on which you originally received Content to any other device, including, without limitation, any computer or another wireless device.

You may not use the App for illegal or unlawful or malicious activities, or for activities that Landa deems improper for any reason whatsoever in its sole judgment, including, without limitation, by trespass or burdening network capacity. In addition to the foregoing, while using the App, you may not:

  • impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with any person or entity, or use or provide any fraudulent, misleading or inaccurate information
  • defame, abuse, harass, stalk, intimidate, bully, threaten, or otherwise infringe or violate the rights of any other party, including without limitation others’ privacy rights or rights of publicity
  • access or use (or attempt to access or use) another person’s account without permission, or solicit another’s App log-in information credentials
  • transmit any software or materials that contain any viruses, worms, trojan horses, defects, or other items of a destructive nature
  • modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any portion of the App
  • “frame” or “mirror” any portion of the App
  • use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the App
  • harvest or collect information about or from other users of the App
  • use the App for any illegal activity
  • probe, scan or test the vulnerability of the App, or breach the security or authentication measures on the App or take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the App
  • send or otherwise post unauthorized commercial communications (such as spam)
  • engage in unlawful multi-level marketing, such as a pyramid scheme
  • post content that is hateful, threatening or pornographic, incites violence, or contains nudity or graphic or gratuitous violence
  • access or use any portion of the Content if you are a direct or indirect competitor of Landa, or provide, disclose or transmit any portion of the Content to any direct or indirect competitor of Landa
  • use or distribute any Content, including Content that has been verified or confirmed by you or anyone else, to directly or indirectly create or contribute to the development of any database or product or
  • facilitate or encourage any violations of these Terms and Conditions.

Landa reserves the right to take preventative or corrective actions to protect itself and its users. Your use of the App is conditioned in part on your compliance with the rules of conduct provided herein, and your failure to comply may result in termination of your access to and use of the App and liability for damages caused by your noncompliance. Landa is not in any way responsible for any non-conforming use by you, or for any harassing, threatening, defamatory, offensive or illegal messages or transmissions that you may receive as a result of using the App.

Your Representations and Warranties

You represent and warrant to Landa that (i) all information that you provide to Landa is accurate and truthful, and you will update such information with Landa as soon as it changes, (ii) your acceptance and use of the App pursuant to these Terms and Conditions does not violate any applicable law or other contract or obligation to which you are a party or are otherwise bound, (iii) you will not use the App in connection with any fraudulent or illegal activity or in any manner which interferes with the operations of the App and (iv) you are at least 18 years of age and have the right, power, and authority to enter into these Terms and Conditions.

WE RESERVE THE RIGHT TO CANCEL OR SUSPEND TRANSACTIONS DUE ANY BREACH OF THE REPRESENTATION OR WARRANTIES, INCLUDING, BUT NOT LIMITED TO FRAUD OR COMPLIANCE RELATED CONCERNS.

Disclaimer of Warranties

USER EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THE APP IS AT USER’S SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH USER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE APP AND ANY SERVICES ARE PROVIDED “AS IS,” “WITH ALL FAULTS,” “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND. LanDA AND ITS RESPECTIVE MANAGER, OFFICERS, DIRECTORS, EMPLOYEES AND THIRD PARTY SUPPLIERS (COLLECTIVELY, THE “COMPANY PARTIES”) HEREBY DISCLAIM ALL REPRESENTATIONS, WARRANTIES, CONDITIONS, or GUARANTEES WITH RESPECT TO THE APP AND ANY SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO: (A) THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, TITLE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS, (B) THE QUALITY, ACCURACY, TIMELINESS, or COMPLETENESS OF THE APP, (C) THOSE ARISING THROUGH COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, or (d) CONFORMITY TO ANY FUNCTION, DEMONSTRATION OR PROMISE BY ANY COMPANY PARTY. THE COMPANY PARTIES DO NOT WARRANT AGAINST INTERFERENCE WITH USER ENJOYMENT OF THE APP, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE APP WILL MEET USER REQUIREMENTS, THAT THE OPERATION OF THE APP OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE APP OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY COMPANY PARTY OR THEIR REPRESENTATIVES SHALL CREATE A WARRANTY. SHOULD THE APP OR SERVICES PROVE DEFECTIVE, USER ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

THESE DISCLAIMERS ARE INDEPENDENT OF ANY OTHER PROVISION OF THESE TERMS AND CONDITIONS.

Limitations on Liability

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL LANDA BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, DIRECT, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO THE USE OR PERFORMANCE OF THE APP, WITH THE DELAY OR INABILITY TO ACCESS OR USE THE APP, OR OTHERWISE ARISING OUT OF THE USE OF OR ACCESS TO THE APP, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF LANDA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY SERVICES OR CONTENT MADE AVAILABLE OR OBTAINED THROUGH THE USE OF THE APP, AND ALL USE OF the APP, IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR LOSS OF DATA THAT RESULTS THEREFROM. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO USER.

IN NO EVENT SHALL LANDA’S TOTAL LIABILITY TO USER FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF FIFTY DOLLARS. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE APP OR THE SERVICES, OR WITH ANY OF THESE TERMS AND CONDITIONS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE APP OR THE SERVICES.

IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “DISCLAIMER OF WARRANTIES” AND “LIMITATIONS ON LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

Indemnification

You will indemnify and hold Landa harmless with respect to any suits or claims arising out of: (i) your breach of these Terms and Conditions, including, but not limited to, any infringement by you of the copyright or intellectual property rights of any third party, (ii) your fraudulent or malicious use of the App or the Services, or your misuse or abuse of the App or the Services or (iii) your violation of applicable laws, rules or regulations in connection with your use of the App or the Services.

YOU AGREE TO INDEMNIFY AND HOLD LANDA, ITS MANAGERS, THIRD-PARTY VENDORS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS HARMLESS FROM ANY AND ALL CLAIMS AND DEMANDS, INCLUDING, BUT NOT LIMITED TO REASONABLE ATTORNEYS’ FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF ANY BREACH BY YOU OR YOUR AFFILIATES, EMPLOYEES, AGENTS AND REPRESENTATIVES OF ANY PROVISIONS OF THESE TERMS AND CONDITIONS.

Amendment

Landa may amend these Terms and Conditions at any time by posting the revised Terms and Conditions on the App. We may terminate these Terms and Conditions at any time by suspending or terminating access to the App and/or otherwise notifying you of our decision. Your continued use of the App after we have posted revised Terms and Conditions signifies your acceptance of such revised Terms and Conditions. No amendment or modification of these Terms and Conditions will be binding unless in writing and signed by Landa’s duly authorized representative or posted on the App by such representative.

Termination

Landa reserves the right to change, amend, suspend, remove, or disable access to the App and/or any Services at any time, acting in its sole discretion and without notice. In no event will Landa be liable for the removal of or disabling of access to the App or any such Services. Landa may also impose limits on the use of or access to certain Services, in any case and without notice or liability.

These Terms and Conditions will continue to be in effect for as long as we allow you access to and use of the App and the Services, subject to any updates or revisions which we may make from time to time. User rights under these Terms and Conditions will terminate automatically without notice from Landa if user fails to comply with these Terms and Conditions, but Landa reserves the right to terminate your participation privileges at any time, with or without cause. Upon termination of these Terms and Conditions, user shall cease all use of the App, and destroy all copies, full or partial, of the App.

Third Parties

15.1 Exclusivity; Third Party Materials

Certain Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third-party websites (“Third Party Sites”). These Third-Party Sites may have their own terms of use and privacy policies, which Landa does not control and are not addressed by these Terms and Conditions. User acknowledges and agrees that Landa is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or Third Party Sites. Third Party Materials and links to other websites are provided solely as a convenience to user. LANDA HAS NO CONTROL OVER THIRD PARTY MATERIALS, THIRD PARTY SITES OR THE CONTENT, TRANSACTIONS OR SERVICES ASSOCIATED WITH THEM. LANDA CANNOT AND DOES NOT GUARANTEE, REPRESENT OR WARRANT THAT THE CONTENT CONTAINED IN THIRD PARTY MATERIALS OR THIRD-PARTY SITES, INCLUDING OTHER LINKS, IS ACCURATE, LEGAL OR INOFFENSIVE. LANDA HAS NO LIABILITY FOR THIRD PARTY SITES’ FAILURE TO PERFORM OR ANY ERRORS IN OR OMISSIONS REGARDING ANY INFORMATION WITHIN THIRD PARTY SITES. LANDA DOES NOT REPRESENT OR WARRANT THAT A THIRD-PARTY SITE WILL NOT CONTAIN COMPUTER VIRUSES OR OTHER HARMFUL CODE THAT COULD IMPACT YOUR DEVICE. LANDA DISCLAIMS ANY AND ALL LIABILITY FOR, OR IN CONNECTION WITH, ANY TRANSACTION OR ACTIVITY RELATED TO THIRD PARTY SITES. If you have a specific dispute or concern related to the content, product or services that needs to be addressed by a Third-Party Site, you should contact the Third Party Site and not Landa.

In addition, Third Party Materials and Third-Party Sites that may be accessed from, displayed on or linked to from the iPhone, iPad, iPad Mini or Android are not available in all languages or in all countries. Landa makes no representation that such Third-Party Materials or Third Party Sites are appropriate or available for use in any particular location. To the extent user chooses to access such Third-Party Materials or Third Party Sites, user does so at user’s own initiative and is responsible for compliance with any applicable laws, including but not limited to, applicable local laws.

15.2 Third Party Distribution Channels

Landa offers software applications that may be made available through the Apple App Store, Android Marketplace or other distribution channels (“Distribution Channels”). If you obtain such software through a Distribution Channel, you may be subject to additional terms of the Distribution Channel. These Terms and Conditions are between you and us only, and not with the Distribution Channel. To the extent that you utilize any other third party products and services in connection with your use of the App, you agree to comply with all applicable terms of any agreement for such third party products and services.

With respect to software that is made available for your use in connection with an Apple-branded product (the “Apple-Enabled Software”), in addition to the other terms and conditions set forth in these Terms and Conditions, the following terms and conditions apply:

  • Landa and you acknowledge that these Terms and Conditions are concluded between Landa and you only, and not with Apple Inc. (“Apple”), and that as between Landa and Apple, Landa, not Apple, is solely responsible for the Apple-Enabled Software and the content thereof.
  • You may not use the Apple-Enabled Software in any manner that is in violation of or inconsistent with the Usage Rules set forth for Apple-Enabled Software in, or otherwise be in conflict with, the App Store Terms of Service.
  • Your license to use the Apple-Enabled Software is limited to a non-transferable license to use the Apple-Enabled Software on an iOS Product that you own or control, as permitted by the Usage Rules set forth in the App Store Terms of Service.
  • Apple has no obligation whatsoever to provide any maintenance or support services with respect to the Apple-Enabled Software.
  • Apple is not responsible for any product warranties, whether express or implied by law. In the event of any failure of the Apple-Enabled Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Enabled Software to you, if any; and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Enabled Software, or any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty, which will be Landa’s sole responsibility, to the extent it cannot be disclaimed under applicable law.
  • Landa and you acknowledge that Landa, not Apple, is responsible for addressing any claims of you or any third party relating to the Apple-Enabled Software or your possession and/or use of that Apple-Enabled Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Apple-Enabled Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
  • In the event of any third party claim that the Apple-Enabled Software or the end-user’s possession and use of that Apple-Enabled Software infringes that third party’s intellectual property rights, as between Landa and Apple, Landa, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
  • You represent and warrant that (i) you are not 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 (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

Landa and you acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms and Conditions with respect to the Apple-Enabled Software, and that, upon your acceptance of these Terms and Conditions, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms and Conditions against you with respect to the Apple-Enabled Software as a third party beneficiary thereof.

The following terms apply to you if you download the App for use on an Android product: The Google Play marketplace is owned and operated by Google Inc. Your use of Google Play is governed by a legal agreement between you and Google Inc. consisting of the Google Terms of Service (currently found at https://policies.google.com/terms) and the Google Play Terms of Service (currently found at https://play.google.com/intl/en-US_us/about/play-terms.html). Google Play is a “Service” as described in the Google Terms of Service. If there is any conflict between the Google Play Terms of Service and the Google Terms of Service, the Google Play Terms of Service shall prevail.

Third Party Service Providers. In order to offer our services, we have engaged certain third-party service providers whose terms may apply to certain aspects of your use of the App. Prior to using the App or our services, you should review the following additional agreements to which you may be subject.

15.3 Third Party Service Providers.

In order to offer our services, we have engaged certain third-party service providers whose terms and conditions may apply to certain aspects of your use of the App. Prior to using the App or our services, you should review the following additional agreements to which you may be subject.

Your funds will be deposited into a custodial account maintained for the benefit of account holders at one or more FDIC-insured banks by Synapse Financial Technologies Inc. (“Synapse”), a third-party provider, and a partner of Evolve Bank & Trust (“Evolve”), a member bank of the Federal Deposit insurance Corporation. Synapse is our backend software provider for financial services. Synapse’s API, and its relationship with Evolve, enables us to offer banking services and products. By agreeing to the Terms of Service, you also agree to Synapse’s and Evolve’s terms and policies below:

  • Synapse Terms of Service
  • Synapse Privacy Policy

By establishing a custodial account, you authorize Synapse, to hold your funds for your benefit in an account (“Account”) pursuant to the Custodial Account Agreement, a form of which is available on the App (“Custodial Agreement”).

Landa serves solely as an intermediary with regard to your Account, and is not responsible for, and does not control, your account at Synapse, Evolve and/or any of their bank partners. Landa is not an agent of either Synapse, Evolve or any of their banking partners, and does not hold or have access to the funds in your Account. To report a complaint relating to the bank services, email help@Synapsefi.com.

Landa uses Plaid Inc. ("Plaid") to gather user’s data from financial institutions. By agreeing to these Terms and Conditions, you grant Landa and Plaid the right, power, and authority to act on your behalf to access and transmit your personal and financial information from the relevant financial institution. By agreeing to these Terms and Conditions, you also agree to your personal and financial information being transferred, stored, and processed by Plaid in accordance with the Plaid’s Privacy Policy, available at https://plaid.com/legal.

You may withdraw your uninvested funds at any time. You will not receive interest on your funds.

Accounts

In order to use the App you must establish an Account. The Company partners with Synapse for this purpose. By establishing an Account and agreed to the Custodial Account Agreement, you authorize Synapse to hold your money for your benefit in an account. You acknowledge and agree that you will access your Account through the App and that most Account notifications, disclosures, or other communications will be issued by Landa, not Synapse or Evolve. Notwithstanding the foregoing, Landa is not an agent of either Synapse or Evolve, and does not hold or have access to the funds in your Account.

To open an Account, Synapse may require you to provide certain identifying information about you, such as your full name, address, date of birth, and social security number. You agree to provide any information requested for the creation of your Account.

In order to use the App, you must link a bank account to your Account. You must keep such linked accounts that are used as payment methods in connection with your Account current. If any information related to your linked account payment methods changes, you authorize us to update such information using our third-party service providers without any further action or authorization by you. You may unlink or remove a linked account bank account or debit card at any time, provided that you must maintain at least one linked account bank account or debit card at all times in order to maintain your Account.

Electronic Fund Transfer Disclosure Statement

The following disclosures required on behalf of Synapse and are made in accordance with the federal law regarding electronic payments, deposits, transfers of funds and other electronic transfers to and from your account(s). There may be limitations on account activity that restrict your ability to make electronic fund transfers. Any such limits are disclosed in the appropriate agreements governing your account.

17.1 Definitions

  • Electronic Fund Transfer. means any transfer of funds, other than a transaction originated by check, draft or similar paper instrument, that is initiated through an electronic device or computer to instruct us to debit or credit an account. Electronic Fund Transfers include such electronic transactions as direct deposits or withdrawals of funds, transfers initiated via telephone, website or mobile application.
  • Preauthorized Electronic Fund Transfer. means an Electronic Fund Transfer that you have authorized in advance to recur at substantially regular intervals; for example, direct deposits into or withdrawal of funds out of your account.

17.2 Your Liability.

Authorized Transfers. You are liable for all Electronic Fund Transfers that you authorize, whether directly or indirectly.

Unauthorized Transfer. Tell us at once if you believe your account or App log-in credentials is lost or stolen or has been or may be subject to unauthorized Electronic Fund Transfers. Support message us immediately at hi@landa.app to keep your possible losses to a minimum. You could lose all the money in your account(s). If you tell us within two (2) business days after learning of the loss or theft of your account access device, or after learning of any other unauthorized transfers from your account involving your account access device, you can lose no more than $50 if Electronic Fund Transfers are made without your permission. For these transactions, if you DO NOT tell us within two (2) business days after learning of the loss, theft or unauthorized use, and we can establish that we could have prevented the unauthorized transfer(s) if you had told us in time, you could lose as much as $500. Also, if your periodic account statement shows unauthorized transfers and you DO NOT tell us within sixty (60) days after the statement was delivered to you, you may not get back any money you lose after the sixty (60) day period if we can prove that we could have prevented the unauthorized transfer(s) if you had told us in time. If an extenuating circumstance (such as extended travel or hospitalization) prevents you from promptly notifying us of a suspected lost or stolen access device or of any other suspected unauthorized transfer(s), the time periods specified in this Section 16 may be extended for a reasonable period.

Miscellaneous

18.1 No Use

User may not use or otherwise export or re-export the App except as authorized by United States law and the laws of the jurisdiction in which the App was obtained. In particular, but without limitation, the App may not be exported or re-exported: (i) into any U.S. embargoed countries or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the App, user represents and warrants that user is not located in any such country or on any such list.

18.2 Commercial Items

The App and related documentation are “Commercial Items,” as that term is defined at 48 C.F.R. § 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. § 12.212 or 48 C.F.R. § 227.7202, as applicable. Consistent with 48 C.F.R. § 12.212 or 48 C.F.R. § 227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. government end users: (i) only as Commercial Items and (ii) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.

18.3 Notice for California Users

Under California Civil Code Section 1789.3, users of the App or the Services from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd; Suite N 112, Sacramento, California 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

18.4 Interpretation

If any part of these Terms and Conditions is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations contained herein, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms and Conditions shall continue in effect. A printed version of these Terms and Conditions and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms and Conditions to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

18.5 Notices

Except as otherwise specified in these Terms and Conditions, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile or (iv) the first business day after sending by email. Notices to you will be sent to the email address you provide to Landa. These addresses may be updated from time to time upon written notice to the other party. Except as otherwise expressly provided herein, notices to Landa must be sent to the following address:

Landa Holdings, Inc

6 W 18 St

New York, NY 10119

Email: hi@landa.app

18.6 No Waiver

No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.

18.7 Successors and Assigns

You may not assign any of your rights or obligations hereunder, whether by operation of law or otherwise. Landa may assign its rights and privileges under these Terms and Conditions, without your consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, or to an affiliate, or in connection with a change in control. Subject to the foregoing, these Terms and Conditions shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

18.8 Governing Law

The laws of the State of New York, excluding its conflicts of law rules, govern these Term and Conditions and your use of the App. Your use of the App also may be subject to other local, state, national or international laws.

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All Rights Reserved © Landa Holdings, Inc

Landa Holdings, Inc. ("Landa Holdings") operates the www.landa.app website (the "Site") and the mobile-based app (the "App"). Landa Holdings serves as manager to Landa App LLC and Landa App 2 LLC. From time to time, Landa Holdings may organize limited liability companies or series limited liability companies, such as Landa App LLC and Landa App 2 LLC, and will raise funds for these entities through the App by relying on offerings exempt from registration requirements pursuant to Regulation A under the Securities Act of 1933 (“Regulation A”). Such companies shall be collectively referred to herein as “Landa App”.

Neither Landa Holdings nor Landa App is a broker-dealer or an investment advisor. All securities-related activity is conducted through Dalmore Group LLC (“Dalmore”), a registered broker-dealer and member of FINRA/SIPC, located at 525 Green Place, Woodmere, NY 11598. You can review the brokercheck for Dalmore. Banking services are provided by Evolve Bank & Trust, Member FDIC. By opening a custody account on the App, you agree to Evolve Bank & Trust’s Custodial Agreement.

All securities (“Shares”) are being offered by one or more series (“Series”) registered under Landa App. Investing in securities involves risks, and there is always the potential of losing money when you invest in securities. Past performance is no guarantee of future results. Investments such as those offered by Landa App are speculative and involve substantial risks to consider before investing, outlined in the respective offering materials and including, but not limited to, illiquidity, lack of diversification, and complete loss of capital. An investment in an offering constitutes only an investment in a particular Series and not in Landa Holdings, Landa App, or any of the underlying asset(s). investors should carefully review the risks located in the respective offering materials for a more comprehensive discussion of risks.

You should speak with your financial advisor, accountant, and/or attorney when evaluating any offering of securities. Neither Landa Holdings, Landa App, nor Dalmore makes any recommendations or provides advice about investments, and no communication, through this website or in any other medium, should be construed as a recommendation for any security offered on or off this investment platform. Nothing in this material should be construed as investment or tax advice, or a solicitation or offer, or a recommendation to buy or sell any securities. The Site and/or the App may make forward-looking statements. You should not rely on these statements but should carefully evaluate the offering materials in assessing any investment opportunity, including the complete set of risk factors that are provided as part of the offering circular for your consideration.  We urge you to review the applicable offering circular, available here.

Landa Holdings intends to conduct a securities offering by each Series registered under Landa App pursuant to Regulation A.  From time to time, Landa App will seek to qualify additional Series offerings of securities under Regulation A. For offerings that have not yet been qualified, no money or other consideration is being solicited and, if sent in response, will not be accepted. No offer to buy Shares of a particular offering can be accepted, and no part of the purchase price can be received until an offering statement filed with the Securities and Exchange Commission (the "SEC") relating to that Series has been qualified by the SEC. Any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of acceptance given after the date of qualification by the SEC. An indication of interest involves no obligation or commitment of any kind.

Investment overviews contained on the Site and/or the App contain summaries of the purpose and the principal business terms of the investment opportunities. Such summaries are intended for informational purposes only and do not purport to be complete, and each is qualified in its entirety by reference to the more detailed discussions contained in the applicable offering circular filed with the SEC. Neither Landa Holdings nor Landa App offers refunds after an investment has been made. Please review the relevant offering materials and subscription documentation for more information.

All Shares will be issued in electronic form only and will not be listed or quoted on any securities exchange. We expect that after a Series’ offering has concluded, the Public Private Execution Network Alternative Trading System, or PPEX ATS (the “Secondary Trading Platform”), which is registered with the SEC and operated by North Capital Private Securities Corporation (“North Capital”), will be a venue available for the resale of such Shares through Dalmore, as a broker-dealer member of the Secondary Trading Platform; provided, however, any such resale of Shares will be subject to federal and state securities laws and the restrictions in the Series’ Operating Agreement, and there can be no assurance that an active market for any Shares will develop on the Secondary Trading Platform, that the Secondary Trading Platform will be available to allow resales of Shares to residents of all states, or that the Secondary Trading Platform will be available at all. For these reasons, investors must be prepared to hold their Shares indefinitely.

You may obtain a copy of the applicable offering circular here.

Disclaimers

Landa Holdings maintains this website for informational purposes only. All offerings of Series’ Shares (and information about each Series and its underlying property) are conducted exclusively on the Landa Mobile App.


All images and figures shown are for illustrative purposes only and are not actual customer or model returns. Landa is not a cryptocurrency app, all monetary values are in U.S dollars and available only to U.S. investors. All Rights Reserved © Landa Holdings, Inc.