Landed Management Company, LLC

TERMS OF USE

Effective Date: June 8, 2020

This Terms of Use (the “Agreement”) is a binding contract between you, an individual user (“you”), and Landed Management Company, LLC (“Landed,” “we,” “us” or “our”), and governs your use of any website owned or operated by or on behalf of Landed, including https://www.Landed.com/ (and all related subdomains) (“Site”). BY ACCESSING OR USING THE SITE, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, THEN YOU MUST NOT ACCESS OR USE THE SITE. If you are accessing the Site on behalf of a business or corporate entity (each an “Organization”), then you hereby represent and warrant that you have the authority to bind that Organization and your acceptance of this Agreement will be treated as acceptance by the Organization. In that event, “User” (defined in Section 1.a) and “you” in this Agreement will refer to the Organization.

Material Terms: As provided in greater detail in this Agreement (and without limiting the express language of this Agreement), you acknowledge the following:

• You consent to the collection, use and disclosure of information in accordance with the Landed Privacy Policy https://www.landed.com/privacy-policy (“Privacy Policy”);

• THE SITE IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, Landed’s LIABILITY TO YOU IN CONNECTION WITH THE SITE IS LIMITED, AND YOU BEAR ALL RISKS ASSOCIATED WITH ANY INVESTMENTS THAT YOU MAKE ON THE SITE; and

• You and Landed agree to resolve all disputes arising under this Agreement through binding arbitration. BY ACCEPTING THIS AGREEMENT, AS PROVIDED IN GREATER DETAIL IN SECTION 10 OF THIS AGREEMENT, YOU AND Landed ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION LAWSUIT.

1. General Terms and Conditions.

1. Description. The Site: (i) provides general information about our products and services including education related to the homebuying process generally and information and education related to the purchase of a specific home; (ii) allows individual prospective home buyers (“Home Buyers”) to request and receive referrals to real estate brokers and down payment assistance in the form of co-investment agreements (the “Landed Down Payment Option”) and to maintain and conclude those relationships; (iii) facilitates independent real estate brokers and their agents (“Partner Agents”) to sign up for referrals of Home Buyers by Landed and to coordinate a home purchase or sale with Landed, including facilitating Landed’s review of offers for Landed Down Payment Option and approvals of homes for purchase using the same; (iv) facilitates other persons involved in the home sales and purchase settlement process to coordinate transactions and receive referrals from Landed (“Other Professionals”); and (v) permits individuals to submit interest forms and request information from Landed. As used in this Agreement, “User” means all users of the Site, and the “Landed Parties” means Landed and all of its affiliated entities. No agency relationship is formed pursuant to or in connection with a Landed transaction.

2. Changes to this Agreement. You understand and agree that Landed may change this Agreement at any time without prior notice. You may read a current, effective copy of this Agreement at any time by selecting the appropriate link on the Site. The revised Agreement will become effective at the time of posting, and your use of the Site after such time will constitute your acceptance of the revised Agreement. If any change to this Agreement is not acceptable to you, then your sole remedy is to stop using the Site. Notwithstanding the preceding sentences of this Section 1.b, no revisions to this Agreement will apply to any dispute between you and Landed that arose prior to the effective date of those revisions or change any rights that you had as a Home Buyer that closed a Landed Down Payment Option prior to the effective date of any revisions.

3. Consideration. Landed currently provides you with access to the Site for free. In return for enjoying this free access, you acknowledge and agree that we may generate revenues, increase goodwill or otherwise increase the value of Landed from your use of the Site, and you will have no right to share in any such revenues, goodwill or value whatsoever. However, we may charge you fees for certain uses of the Site. If we do, then we will notify you of those fees before you have an obligation to pay them.

4. Privacy Policy. Use of the Site is also subject to Landed’s Privacy Policy  https://www.landed.com/privacy-policy, which is incorporated into this Agreement by reference.

5. Eligibility. You must be at least 18 years old and a resident of the United States to use the Site. By agreeing to this Agreement, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Site; (c) you are a resident of the United States; and (d) your registration and use of the Site is in compliance with any and all applicable laws and regulations.

6. Mobile Sites. The Site will be accessible via a mobile phone, tablet or other wireless device (collectively, “Mobile Sites”). Your mobile carrier’s normal messaging, data, and other rates and fees will apply to your use of the Mobile Sites. You are solely responsible for all costs you incur from accessing the Mobile Sites. In addition, downloading, installing or using certain Mobile Sites may be prohibited or restricted by your mobile carrier, and not all Mobile Sites may work with all carriers or devices. Therefore, you are solely responsible for checking with your mobile carrier to determine if the Mobile Sites are available for your mobile device(s), what restrictions, if any, may be applicable to your use of the Mobile Sites, and how much use of the Mobile Sites will cost you. All use of the Site and the related Mobile Sites must be in accordance with this Agreement.

7. Additional Obligations. Users that enter into further transactions with Landed, including, but not limited to issuing a Landed Down Payment Option, will be required to enter into further written agreements and make further representations prior to completing any such transaction, which written agreements will supersede this Agreement. You acknowledge and agree that we may get information about you and may verify or reverify any information you provide us for any legitimate business purpose through any source, including provided by a consumer reporting agency or a financial institution, and you authorize the release of such information to us.

2. Registration; Profiles.

1. Log-In Credentials. You may access the Site generally and/or browse generally without registering with the Site. In order to access certain features of the Site, including uploading or downloading certain documents incident to a Landed Down Payment Option, you must register to create a User profile (“Profile”) and meet all applicable criteria identified on the Site, if any.

2. Profile Security. You are responsible for the security of your Profile, and are fully responsible for all activities that occur through the use of your credentials. You agree to notify us immediately at legal@landed.com if you suspect or know of any unauthorized use of your log-in credentials or any other breach of security with respect to your Profile. You are solely responsible for updating any and all pertinent registration information included in your Profile. Landed reserves the right in its sole discretion to refuse registration of or cancel a user name at any time in its sole discretion and without any liability to you. You will not share your password, let anyone else access your Profile, or do anything else that might jeopardize the security of your Profile. You will not transfer your Profile to anyone without first getting our written permission. You acknowledge and agree that you are liable for any damages or losses to Landed and other Users by any use of your Profile, either authorized or unauthorized. We will not be liable for any loss or damage arising from unauthorized use of your credentials. Separate log-in credentials may be required to access Third-Party Sites (defined in Section 8 below).

3. Accuracy of Information. You must complete the registration process by providing us with current, complete and accurate information. By creating a Profile, you acknowledge and agree that you are doing so out of a genuine interest in learning about or participating in a Landed Down Payment Option and that you are not intentionally creating a Profile to be used for deceptive or unlawful purposes. We reserve the right to disallow, cancel, remove or reassign certain usernames and permalinks in appropriate circumstances, as determined by us in our sole discretion, and may, with or without prior notice, suspend or terminate your Profile if activities occur on your Profile that, in our sole discretion, would or might constitute a violation of this Agreement, cause damage to or impair the Site, infringe or violate any third party rights, damage or bring into disrepute the reputation of Landed, or violate any applicable laws or regulations. If messages sent to the e-mail address you provide are returned as undeliverable, then we may suspend or terminate your Profile immediately without notice to you and without any liability to you or any third party.

3. Use of Materials and Limitations on Advice.

The Landed Content on this Site is for information, education, and noncommercial purposes only. Although some of the Landed Content on the Site may relate to the purchase of real estate and/or use of financial products, the Site is not intended to, and does not, provide legal, tax, real estate, investment or insurance advice. Nothing on the Site should be construed as an offer to sell, a solicitation of an offer to buy, or a recommendation for any property or financial product by Landed or any third party. Certain planning tools available on the Site may provide general education based on your input. You are solely responsible for determining whether any investment or related transaction is appropriate for you based on your personal investment objectives, financial circumstances and risk tolerance. You should consult your legal or tax professional regarding your specific situation.

It is important that you review in detail all the necessary documents before committing to purchase any property. If you have any questions regarding any of the seller disclosures or property inspection reports, or other documents related to any property, Landed recommends that you contact the relevant party to who provided the documents to clarify any of the items in question prior to making a financial commitment. Any opinion Landed offers to you regarding any property is based solely on the information supplied to Landed, and Landed takes no responsibility regarding its opinion on the state or value of any property.

Nothing on the Site shall be considered a solicitation to buy, or an offer to sell, a security or any other product or service, to any person in any jurisdiction where such offer, solicitation, purchase or sale would be unlawful under the laws of such jurisdiction. No agency relationship is formed pursuant to or in connection with a Landed transaction.

4. Consent to Communications.

By accepting these Terms of Use, you expressly consent to be contacted by Landed, our agents, representatives, affiliates, or anyone calling on our behalf for any and all purposes at any telephone number, or any physical, email, or electronic address you provide or at which you may be reached. You agree we may contact you in any way, including SMS messages (including text messages), calls using prerecorded messages or artificial voice, and calls and messages delivered using automatic telephone dialing systems (auto-dialer) or an automatic texting system. Automated messages may be played when the telephone is answered, whether by you or someone else. In the event that an agent or representative calls, he or she may also leave messages on your answering machine, voice mail, or send messages via text. You certify, warrant and represent that the telephone numbers that you have provided to us are your contact numbers. You represent that you are permitted to receive calls at each of the telephone numbers you have provided to us. You agree to promptly alert us whenever you stop using a particular telephone number. You agree that Landed and our agents, representatives, affiliates or anyone calling on our behalf may contact you on a recorded line. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. LANDED AND OUR AGENTS, REPRESENTATIVES, AFFILIATES AND ANYONE CALLING ON OUR BEHALF MAY USE SUCH MEANS OF COMMUNICATION DESCRIBED IN THIS SECTION EVEN IF YOU WILL INCUR COSTS TO RECEIVE SUCH PHONE MESSAGES, TEXT MESSAGES, E-MAILS OR OTHER MEANS.

5. Electronic Signatures in Global and National Commerce Act/Uniform Electronic Transactions Act

1. The Federal Electronic Signatures in Global and National Commerce Act (“ESIGN”) and similar state laws, particularly the Uniform Electronic Transactions Act (“UETA”), authorize the creation of legally binding and enforceable agreements utilizing electronic records and signatures. ESIGN and UETA require businesses that want to use electronic records or signatures in consumer transactions to obtain the consumer’s consent to receive information electronically. When a potential User registers on the Site, we obtain his, her or its consent to transact business electronically and maintain electronic records in compliance with ESIGN and UETA requirements.

2. Your use of electronic signatures to sign documents on the Site legally binds you in the same manner as if you had manually signed such documents. No certification authority or third party verification is necessary to validate any electronic signature and the lack of such certification or verification will not in any way affect the enforceability of such signatures or documents. The use of electronic versions of such documents fully satisfies any requirement that such documents be provided to you in writing. If you sign electronically, you represent that you have the ability to access and retain a record of such documents. You agree that you are responsible for understanding these documents and agree to conduct business by electronic means. You are obligated to review the Site periodically for changes and modifications and agree not to contest the admissibility or enforceability of the Site’s electronically stored copies of these documents or this Agreement in any proceeding arising out of these documents or this Agreement.

3. Although you consent to electronic delivery, you may elect to deliver communications by other means and such delivery shall not affect your consent. You may revoke consent to electronic delivery of communications and receive a paper version at your election. Landed will have a reasonable period to effect such a change and Landed may charge you a reasonable fee for sending such paper copies. If you elect to use electronic delivery, you agree and represent that you have a suitable computer with Internet access, an email address and the availability to download, save and/or print communications to retain a record of such communications. You agree that you are solely responsible for maintaining such equipment and services required for online access.

6. Intellectual Property.

1. License. Subject to your complete and ongoing compliance with this Agreement, Landed hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, royalty-free and worldwide right and license to access and use the Site solely in strict compliance with the provisions of this Agreement and as permitted by the functionalities of the Site available to you.

2. Content. The content that Landed provides to you on the Site, including, without limitation, any text, graphics, software, interactive features, information or other materials, is protected by copyright or other intellectual property rights and owned by Landed or its licensors (collectively, the “Landed Content”). Moreover, Landed or its licensors own all design rights, database and compilation rights and other intellectual property rights in and to the Site, in each case whether registered or unregistered, and any related goodwill. We grant the operators of public search engines, permission to use spiders and application programming interfaces to copy non-password protected Landed Content from the Site for the purposes of creating publicly available, searchable indices of the materials, including caches or archives of such materials, and for traffic metrics per our robots.txt file and sitemap.xml file.

3. Marks. The Landed trademarks, service marks and logos (collectively, the “Landed Trademarks”) used and displayed on the Site are Landed’s registered and/or unregistered trademarks or service marks. Any other product and service names located on any part of the Site may be trademarks or service marks owned by third parties (collectively with the Landed Trademarks, the “Trademarks”). Except as otherwise permitted by law, you may not use the Trademarks to disparage Landed or the applicable third party, Landed or a third party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. You may not use any Trademarks as part of a link to or from any website without Landed’s prior express written consent. All goodwill generated from the use of any Landed Trademark will inure solely to Landed’s benefit.

4. Restrictions. Landed hereby reserves all rights not expressly granted to you in this Section 6.d. Accordingly, nothing in this Agreement or on the Site will be construed as granting to you, by implication, estoppel or otherwise, any additional license rights in and to the Site or any Landed Content or Trademarks located or displayed on or within the Site.

7. Referral to Third-Party Services

1. Referrals and Lead Sales. Landed may connect you with a real estate professional or Partner Agent. You authorize us to make such referral or lead sale and acknowledge that we may be paid valuable consideration for facilitating such connection. You may be connected to a party that provides mortgage loan origination services, title and escrow services, or other settlement services. If any of these parties have an affiliated relationship with Landed, then Landed may receive a financial or other benefit from the referral between such affiliates.

2. Non-Affiliated Financial Products. If you choose to contact a non-affiliated bank, mortgage lender, financial institution, mortgage loan originator, loan broker, or other mortgage professional (“Third-Party Provider”) by filling out a contact request form or otherwise indicating your interest in contacting or being contacted by (including requests for mortgage rate quotes) on the Site, you authorize the Landed to provide the information you submit to the Third-Party Provider. If you include your name, contact information and other information in a request, your identity will no longer be anonymous to the Third-Party Provider. Your submission of information and any request for quotes through the Site is not an application for credit. In the case of non-affiliated financial products, Landed is only providing an administrative service to consumers and participating Third-Party Providers. Loan approval standards are established and maintained solely by individual Third-Party Providers. Decisions in any related non-affiliated transactions are made by participating Third-Party Providers and are not made by Landed. Landed is not responsible for the underwriting activities or credit decisions of any Third-Party Provider. Any non-binding quotes provided by Landed for Third-Party Providers’ financial products are not intended to be official Loan Estimates as defined in the Real Estate Settlement Procedures Act or the Truth in Lending Act, or to otherwise serve as a disclosure of any specific loan terms or conditions under any state or federal law. Interest rates displayed through the Site are for informational purposes only and reflect non-binding quotes of the terms a Third-Party Provider might offer an applicant fitting a consumer’s anonymous profile. Actual interest rates may vary. You should rely on their own judgment in deciding which available loan product, terms, and Third-Party Provider best suit your needs and financial means. Except as outlined in this section, Landed: (i) is not a loan originator, loan processor or underwriter; (ii) does not aid or assist applicants in obtaining loans, soliciting applicants or Third-Party Providers for loans, or offer or negotiate terms of applications or loans; (iii) does not take mortgage applications, make loans or credit decisions, or prequalify or preapprove applicants for loans; (iv) is not an agent of either any consumer or any Third-Party Provider; (v) does not endorse, refer, or recommend any Third-Party Provider that pays Landed, or the products of any Third-Party Provider that pays Landed; (vi) is not responsible for any errors or delays caused by you or any Third-Party Provider in the loan process; and (vii) does not guarantee offer of, or acceptance into, any particular loan program or specific loan terms, conditions, or rates with any Third-Party Provider, or that any rates or terms will be the best available.

8. Restrictions on Use of the Site.

Without limiting any other terms of this Agreement, you agree not to (and not to attempt to):

1. decipher, decompile, disassemble or reverse engineer any of the software or source code comprising or making up the Site;

2. use any device, software or routine to interfere or attempt to interfere with the proper working of the Site, or any activity conducted thereon;

3. delete or alter any material Landed makes available on the Site;

4. frame or link to any of the materials or information available on the Site;

5. use or exploit any Trademarks or Landed Content in any manner that is not expressly authorized by this Agreement;

6. access, tamper with or use non-public areas of the Site, Landed’s (and its hosting company’s) computer systems and infrastructure or the technical delivery systems of Landed’s providers;

7. provide any false information to Landed;

8. create a false identity or impersonate another person or entity in any way;

9. restrict, discourage or inhibit any person from using the Site;

10. use the Site, without Landed’s prior express written consent, for any unauthorized purpose;

11. gain unauthorized access to the Site, other Users’ Profiles or to other computers or websites connected or linked to the Site;

12. transmit to the Site any virus, worm, spyware or any other computer code, file or program that may or is intended to disable, overburden, impair, damage or hijack the operation of any hardware, software or telecommunications equipment, or any other aspect of the Site or communications equipment and computers connected thereto;

13. violate any federal, state or local laws or regulations or the terms of this Agreement; or

14. assist or permit any person in engaging in any of the activities described above.

9. Third-Party Sites.

The Site may contain links to third-party websites (“Third-Party Sites”). These links are provided only as a convenience to you. The inclusion of any link is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by Landed of any information, materials, products, or services contained in or accessible through any Third-Party Site. In no event will Landed be responsible for the information contained on any Third-Party Sites or your use of or inability to use any Third-Party Sites. You acknowledge and agree that Landed is not liable or responsible, directly or indirectly, for any damage or loss caused or alleged to be caused by or related to the use of or reliance on any content, goods, or services available through any Third-Party Site or resource. YOU AGREE THAT ACCESS AND USE OF THIRD-PARTY SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON THIRD-PARTY SITES OR AVAILABLE THROUGH THIRD-PARTY SITES, IS SOLELY AT YOUR OWN RISK AND DISCRETION. Your access and use of the Third-Party Sites are governed by the terms of use and privacy policies of these Third-Party Sites. We strongly encourage you to carefully review the terms of use and privacy policies of any Third Party Sites from which you access through our Site.

10. Feedback.

While our own staff works to develop and evaluate our own product ideas and features, we pride ourselves on paying close attention to the interests, feedback, comments, and suggestions we receive from the User community. If you choose to contribute by sending Landed or our employees any ideas for, by way of example and not limitation, products, services, features, modifications, enhancements, content, refinements, technologies, promotions, strategies, product/feature names, or any related documentation, artwork, computer code, diagrams, or other materials (collectively “Feedback”), then regardless of what your accompanying communication may say, the following terms will apply, so that future misunderstandings can be avoided. Accordingly, by sending Feedback to Landed, you agree that:

1. Landed has no obligation to review, consider, or implement your Feedback, or to return to you all or part of any Feedback for any reason;

2. Feedback is provided on a non-confidential basis, and Landed is not under any obligation to keep any Feedback you send confidential or to refrain from using or disclosing it in any way; and

3. You irrevocably grant Landed perpetual and unlimited permission to reproduce, distribute, create derivative works of, modify, publicly perform (including on a through-to-the-audience basis), communicate to the public, make available, publicly display, and otherwise use and exploit the Feedback and derivatives thereof for any purpose throughout the universe and without restriction, free of charge, and without attribution of any kind, including by making, using, selling, offering for sale, importing, and promoting commercial products and services that incorporate or embody Feedback, whether in whole or in part, and whether as provided or as modified.

11. Dispute Resolution.

1. General. In the interest of resolving disputes between you and Landed in the most expedient and cost effective manner, you and Landed agree that any dispute arising out of or in any way related to this Agreement or your use of the Site will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or in any way related to this Agreement or your use of the Site, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND Landed ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION AND THAT THIS AGREEMENT SHALL BE SUBJECT TO AND GOVERNED BY THE FEDERAL ARBITRATION ACT.

2. Exceptions. Notwithstanding Section 10.a above, nothing in this Agreement will be deemed to waive, preclude or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state or local agency if that action is available; (iii) seek injunctive relief in aid of arbitration from a court of competent jurisdiction; or (iv) to file suit in a court of law to address an intellectual property infringement claim.

3. Arbitrator. Any arbitration between you and Landed will be governed by the Federal Arbitration Act and the Commercial Dispute Resolution Procedures and Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this Agreement, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879 or by contacting Landed. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability or enforceability of this binding arbitration agreement.

4. Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by U.S. Mail (“Notice”). Landed’s address for Notice is: Landed Management Company, LLC, 548 Market St, Suite 79600, San Francisco, California 94104 or by email at legal@landed.com Attn: Legal Department. The Notice must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, then you or Landed may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Landed must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor with a monetary award that exceeds the last written settlement amount offered by Landed prior to selection of an arbitrator, then Landed will pay you the highest of the following: (1) the amount awarded by the arbitrator, if any; (2) the last written settlement amount offered by Landed in settlement of the dispute prior to the arbitrator’s award; or (3) $15,000.

5. Fees. If you commence arbitration in accordance with this Agreement, then Landed will reimburse you for your payment of the filing fee, unless your claim is for more than $15,000 or as set forth below, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in San Francisco, California, but if the claim is for $15,000 or less, then you may choose whether the arbitration will be conducted: (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephone hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Landed for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. Each party agrees that such written decision, and information exchanged during arbitration, will be kept confidential except to the extent necessary to enforce or permit limited judicial review of the award. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

6. No Class Actions. YOU AND Landed AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Landed agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

7. Modifications to this Arbitration Provision. Except as otherwise provided in this Agreement, if Landed makes any future change to this arbitration provision, other than a change to Landed’s address for Notice, then you may reject the change by sending us written notice within 30 days of the change to Landed’s address for Notice, in which case this arbitration provision, as in effect immediately prior to the changes you rejected, will continue to govern any disputes between you and Landed.

8. Enforceability. If Section 10.f above is found to be unenforceable or if the entirety of this Section 10 is found to be unenforceable, then the entirety of this Section 10 will be null and void.

12. Limitation of Liability and Disclaimer of Warranties.

THE TERMS OF THIS SECTION 12 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW:

1. NONE OF THE Landed PARTIES MAKES ANY WARRANTIES OR REPRESENTATIONS ABOUT THE SITE OR ANY CONTENT THEREON. ACCORDINGLY, THE SITE AND ALL CONTENT THEREON ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND THE Landed PARTIES HEREBY DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND FITNESS FOR A PARTICULAR PURPOSE.

2. WITHOUT LIMITING SECTION 11.a, THE Landed PARTIES DO NOT WARRANT THAT THE SITE AND ANY CONTENT THEREON ARE FREE OF ERRORS, COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE SITE OR ANY CONTENT THEREON RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, THEN NO Landed PARTY WILL BE RESPONSIBLE FOR THOSE COSTS.

3. IN NO EVENT WILL ANY Landed PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM, OR IN CONNECTION WITH, THE SITE AND ANY CONTENT THEREON, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, EVEN IF THE Landed PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Landed’s LIABILITY, AND THE LIABILITY OF ANY OF THE OTHER Landed PARTIES, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE ARISING FROM THIS AGREEMENT IS LIMITED TO U.S. $100.

4. THERE MAY BE INADVERTENT TECHNICAL OR FACTUAL INACCURACIES AND TYPOGRAPHICAL ERRORS IN INFORMATION OR MATERIALS ON THE SITE, AND NONE OF THE Landed PARTIES MAKES ANY WARRANTIES REGARDING THE ACCURACY, COMPLETENESS OR TIMELINESS OF SUCH INFORMATION OR MATERIALS. NONE OF THE Landed PARTIES PROVIDES ANY GUARANTEES AGAINST THE POSSIBILITY OF DELETION, MIS-DELIVERY OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS, OR OTHER DATA. THE Landed PARTIES HEREBY EXPRESSLY DISCLAIM ALL LIABILITY FOR ERRORS OR OMISSIONS IN, OR THE MISUSE OR MISINTERPRETATION OF, ANY INFORMATION OR MATERIALS CONTAINED ON THE SITE.

5. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ANY OF THE Landed PARTIES OR OTHERWISE THROUGH THE SITE, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

13. Third Party Disputes.

ANY DISPUTE YOU HAVE WITH ANY THIRD PARTY, INCLUDING OTHER USERS, IN CONNECTION WITH YOUR USE OF THE SITE IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY. ACCORDINGLY, TO THE FULLEST EXTENT PERMITTED BY LAW, YOU HEREBY IRREVOCABLY RELEASE THE Landed PARTIES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

14. Indemnification.

To the fullest extent permitted by law, you agree to defend, indemnify and hold harmless the Landed Parties from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (a) your breach of this Agreement; or (b) your access to, use or misuse of the Landed Content, Trademarks or any part of the Site; or (c) any false, inaccurate or misleading information you provide to Landed. Landed will provide notice to you of any such claim, suit or proceeding. Landed reserves the right, in its sole discretion, to assume the exclusive defense and control of any matter which is subject to indemnification under this Section at your sole expense if Landed believes that you are unwilling or incapable of defending Landed’s interests. In such case, you agree to cooperate with any reasonable requests assisting Landed’s defense of such matter at your sole expense. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver by any User of any laws whose applicability is not permitted to be contractually waived.

15. Term and Termination of the Agreement.

1. Term. As between you and Landed, the term of this Agreement commences on your first use of the Site and continues until the termination of this Agreement by either you or Landed.

2. Suspension, Termination and Cancellation. You may terminate this Agreement by sending written notification to us at legal@landed.com and terminating your use of the Site. We reserve the right, in our sole discretion, to restrict, suspend, or terminate your access to all or any part of the Site or to terminate this Agreement at any time without prior notice or liability if you breach any provision of this Agreement or violate the rights of any third party on or through the Site. We reserve the right to change, suspend, or discontinue all or any part of the Site at any time without prior notice or liability.

3. Survival. Sections 1.b, 1.c, 2.b, 3, 4, 5, 6.b, 6.c, 6.d, 7, 8, 9, 10, 11, 12, 13, 14.c, 15 and all defined terms used therein will survive the termination of this Agreement indefinitely.

16. Miscellaneous.

This Agreement is governed by the internal substantive laws of the State of California without respect to its conflict of laws provisions. You agree that no joint venture, partnership, employment or agency relationship exists between you and Landed as a result of this Agreement or use of the Site. If any provision of this Agreement is found to be invalid by any court or arbitrator having competent jurisdiction, then the invalidity of such provision will not affect the validity of the remaining provisions of this Agreement, which will remain in full force and effect. Any failure of Landed to act on or enforce any provision of this Agreement will not be construed as a waiver of that provision or any other provision in this Agreement. No waiver will be effective against Landed unless made in writing, and no such waiver will be construed as a waiver in any other or subsequent instance. This Agreement constitutes the entire agreement between you and Landed with respect to the subject matter hereof, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter hereof. The Section headings are provided merely for convenience and will not be given any legal import. This Agreement will inure to the benefit of our successors and assigns. You may not assign this Agreement or any of the rights or licenses granted hereunder without the prior express written consent of Landed. “Assignment” as used in the prior sentence includes any changes of control or sale of stock or assets of any Organization. Landed may assign this Agreement, including all its rights hereunder, without restriction. This Agreement may only be amended in a writing signed by you and an authorized representative of Landed, except as provided in Section 1.b. You acknowledge and agree that you have had the opportunity to consult legal counsel in connection with this Agreement even if you chose not to do so, and this Agreement will not be construed against you or Landed as drafter.

17. Contact Us.

If you would like to contact us for any reason email us at legal@landed.com.