Terms of Use


TERMS AND CONDITIONS


PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS SITE (the “Site” or “Data Room”).


Access to the Site is permitted solely by authorized parties pre-approved by Landfair Capital Group AG and its affiliates (“Landfair”). By checking the box on the portal “I accept the Terms of Use” , the undersigned represents to Landfair that it is a permitted recipient and is capable of making its own independent assessment as to the validity and accuracy of the financial assumptions, data, results, calculations and forecasts contained, presented or referred to herein, and the economic, financial, regulatory, legal, taxation and accounting implications of such.


The information contained in the Data Room is confidential and proprietary, is provided for information purposes only, may not be reproduced in whole or in part or used for any other matter absent express written permission from Landfair Capital Group AG and its affiliates (“Landfair”), and is intended for use only with existing investors in funds managed by Landfair, qualified prospective investors or other parties pre-approved by Landfair. By accepting access to the Data Room, the recipient agrees that it (i) has read and understood the restrictions set out below and agrees to be bound by the Terms and Conditions, (ii) will treat all materials contained in the Data Room (the “Materials”) as strictly confidential, (iii) will not distribute or provide the Materials, in whole or in part, to any person outside its organization other than its accountants and attorneys (so long as such persons are advised of the highly confidential nature of the Materials and agree not to distribute it outside their organization) or as otherwise required by law, and (iv) will return or destroy the Materials, or any portion of the Materials, promptly upon request by Landfair and in any case within 10 calendar days of such request. If you are compelled to disclose any part of the Materials by law, you will inform Landfair of such disclosure promptly and will only disclose such information to the extent strictly required by law and will use best efforts to obtain assurances that such information will be treated confidentially. Neither Landfair nor any of its subsidiaries, affiliates, agents or representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the information contained herein.


Except where otherwise indicated, the information provided is based on matters as they exist as of the date of preparation, or as of such earlier date as otherwise specified, and not as of any future date, and will not be updated or otherwise revised to reflect information that subsequently becomes available, or circumstances existing or changes occurring after the date hereof (whether or not some other recipients receive notice of such changes or updates to the information).


Access to the Data Room and the Materials therein does not and is not intended to constitute investment advice, nor does it constitute an offer to sell or a solicitation of an offer to buy any security, investment product, or service. Offers to sell, and solicitations of offers to buy, the securities issued by Landfair Funds (as defined below) will be made exclusively by the Offering Materials (as defined below) relating to such securities, which, among other things, should be carefully reviewed prior to making any investment decision. Certain historical statements concerning past investment activities, experience and performance may refer to the past activities and experience of investment professionals at Landfair during periods prior to their employment with Landfair and to the performance achieved by the firms with which they were then associated.


Investors should refer to the confidential private placement memorandum, limited liability company agreements, partnership agreements, subscription materials and/or any other materials (the “Offering Materials”) for the related or future funds managed by Landfair (singularly, “Landfair Fund”, or collectively “Landfair Funds”) for important information related to the organization, investment strategies, and history of Landfair (including its affiliates) and Landfair Funds, as well as detailed risks of investing in a Landfair Fund and potential conflicts of interest associated therewith. The Offering Materials, and any supplements thereto, may be contained in the Data Room. To the extent of any conflict between the information contained in any of the Offering Materials and the other Materials contained in the Data Room, the information in the Offering Materials will control. Potential investors are required to inform themselves of, and to observe, any legal restrictions on their involvement in the offering. No sale of interests in Landfair Funds will be made in any jurisdiction in which the offer, solicitation, or sale is not authorized or to any person to whom it is unlawful to make the offer, solicitation or sale.


The Materials may contain only a high-level summary and do not contain all material information pertinent to an investment decision. Individually, the Materials are not intended to be used as the primary basis for investment decisions, nor should it be construed as advice designed to meet the particular needs of an individual investor. The Materials do not take into account any particular investor’s investment objectives or tolerance for risk. Nothing herein is intended to constitute legal, tax or investment advice from Landfair. Each investor should consult its own attorney, business adviser and tax adviser as to legal, business, tax and related matters concerning the information contained herein and to the advisability of any investment in a Landfair Fund.


Neither Landfair, nor any of its affiliates (i) make any representation or warranty, express or implied, as to, or assume any responsibility for, the accuracy, reliability or completeness of any of the Materials or any other information supplied by them or the assumptions on which it is based, or (ii) shall be under any obligation to update or correct any inaccuracy in the Materials or any other information supplied by them or be otherwise liable to the Recipient or any other person in respect of the Materials or any such information. All Materials are subject to any disclaimers and disclosures contained therein.


The communication in the United Kingdom (the “UK”) of the Materials or of any invitation or inducement to invest in any Landfair Fund (whether by way of an invitation to review such Materials, or otherwise) is restricted by law. Accordingly, the Materials contained herein are directed only at persons in the UK reasonably believed to be of a kind to whom such an invitation or inducement may lawfully be communicated pursuant to the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “FPO”) (such recipients being "Relevant Persons”). Such Relevant Persons include: (a) persons falling within Article 19 of the FPO having professional experience of participating in unregulated collective investment schemes and (b) high net worth bodies corporate, partnerships, unincorporated associations, trusts, etc. falling within Article 49 of the FPO. Moreover, investment in any Landfair Fund will not be available to any person in the UK who would qualify as a “retail investor” within the meaning of the EU Packaged Retail and Insurance-based Investment Products Regulation (No 1286/2014) (the “PRIIPS Regulation”), as adopted under the laws of the UK. Investment in any Landfair Fund will be available in the UK only to persons who are Relevant Persons and who are not retail investors, and persons of any other description may not rely on the Materials.


The communication in the European Economic Area (the “EEA”) of the Materials or of any invitation or inducement to invest in any future fund or pooled investment vehicle (whether by way of an invitation to review such Materials, or otherwise) is restricted by law. Accordingly, the Materials contained herein are directed only at prospective investors which are domiciled or have a registered office in a member state of the EEA (“EEA Persons”) which are Professional Investors or any other category of person to which such marketing is permitted under the national laws of such member state. The Materials are not intended for, should not be relied on by any other EEA Person. A “Professional Investor” is an investor who is considered to be a professional client or which may, on request, be treated as a professional client within the relevant national implementation of Annex II of Directive 2014/65/EU (the Markets in Financial Instruments Directive, otherwise known as ‘MiFID II’). The Materials may not be offered, sold or otherwise made available to any retail investor within the meaning of the PRIIPS Regulation in the territory of the EEA, including investment made in the EEA by such entities or persons from third countries.


None of the Materials has been filed with the U.S. Securities and Exchange Commission, any securities administrator under any securities laws of any U.S. or non-U.S. jurisdiction, or any other U.S. or non-U.S. governmental or self-regulatory authority. No such governmental or self-regulatory authority will pass on the merits of the offering of any interests in any Landfair Fund (“Interests”) or the adequacy of the Materials. Any representation to the contrary is unlawful. The Interests have not been, and there is no expectation that they will be, registered under the U.S. Securities Act of 1933, as amended (the “1933 Act”) or qualified under any applicable state securities statutes and may not be offered, sold or transferred in the United States of America (including its territories and possessions) or to or for the benefit of, directly or indirectly, any U.S. Person (as defined in the following sentence), except pursuant to registration or an exemption. In this context, a “U.S. Person” is a person who is in either of the following two categories: (a) a person included in the definition of “U.S. person” under Rule 902 of Regulation S under the 1933 Act, or (b) a person excluded from the definition of a “Non-United States person” as used in U.S. Commodity Futures Trading Commission Regulation 4.7. No Landfair Fund is expected to be registered as an investment company under the U.S. Investment Company Act of 1940, as amended. The Interests will be subject to restrictions on transferability and resale and may not be transferred or resold in the United States or to any U.S. Person except as permitted under the 1933 Act and applicable state securities laws, pursuant to registration or exemption therefrom. The Interests will not be approved or disapproved by any securities regulatory authority of any state or by the Securities and Exchange Commission or by any securities regulatory authority in any other jurisdiction, nor will any such authority or commission pass on the accuracy or adequacy of this document.


It is the responsibility of every person access the Site and reading the Materials to satisfy themselves as to the full observance of the laws of any relevant country, including obtaining any government or other consent which may be required or observing any other formality which needs to be observed in that country, and obtain independent advice if required.


If you do not agree to these Terms and Conditions, you are not authorized to use the Site.


USAGE


As a condition to your use of the Site, you represent and warrant to, and agree with, Landfair that you will not use the Site for any purpose that is unlawful or prohibited by these Terms and Conditions. Landfair may revoke your access to the Site at any time in its sole discretion.


If Landfair so requests in writing, you shall promptly, and in any case within 10 calendar days of such request, return all Materials and destroy, or where technically practicable, permanently erase all copies of such Materials made by you and use all reasonable endeavours to ensure that anyone to whom you have supplied any such Materials destroys or permanently erases such Materials and any copies made by them, except to the extent that the you or your Representatives or any other recipients are required or requested to retain any such Materials by any applicable law, rule or regulation or by any competent judicial, governmental, supervisory or regulatory body or in accordance with internal policy.


SECURITY


You will receive or establish a password in connection with your use of the Site. You are fully responsible for the use of and all activity originating from your password, whether authorized by, known by you or not, and for the protection of your password. The confidentiality of your information, including username, password and answers to any applicable security questions are your own responsibility and you should change access information periodically to protect your confidentiality. You agree to immediately notify your contact at Landfair if you become aware of any of the following: (a) actual or suspected loss, theft or unauthorized use of your username and/or password; or (b) any other information which you believe compromises the security of the Site.


You agree that your password is specific to you, and you will not share your password.


Landfair will not be responsible for any loss to you, your affiliates or representatives that arises from such use or action or from your failure to comply with these provisions.


SITE DISCLAIMERS AND LIMITATION OF LIABILITY


THE INFORMATION, SOFTWARE AND SERVICES PUBLISHED HEREIN MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. DUE TO VARIOUS FACTORS, INCLUDING THE INHERENT POSSIBILITY OF HUMAN AND MECHANICAL ERROR, THE ACCURACY, COMPLETENESS, TIMELINESS AND CORRECT SEQUENCING OF SUCH INFORMATION, SOFTWARE AND SERVICES AND THE RESULTS OBTAINED FROM THEIR USE ARE NOT GUARANTEED BY LANDFAIR OR ANY PERSONS CREATING OR TRANSMITTING SUCH INFORMATION, SOFTWARE AND SERVICES.


LANDFAIR AND/OR ITS RESPECTIVE AGENTS AND SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE CONTENT AND OPERATION OF THIS SITE AT ANY TIME WITHOUT NOTICE. THE SITE MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME DUE TO REQUIRED MAINTENANCE, TELECOMMUNICATIONS INTERRUPTIONS OR OTHER REASONS.


LANDFAIR AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF SOFTWARE, PRODUCTS AND SERVICES CONTAINED ON THIS SITE FOR ANY PURPOSE. ALL SUCH SOFTWARE, PRODUCTS AND SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. LANDFAIR AND/OR ITS RESPECTIVE AGENTS AND SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO ANY SOFTWARE, PRODUCTS AND SERVICES, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND AVAILABILITY. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.


YOUR USE OF THE SITE IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA OR ANY OTHER DAMAGE OR LOSS THAT RESULTS FROM THE DOWNLOAD OF ANY CONTENT FROM THE SITE. IN NO EVENT SHALL LANDFAIR AND/OR ITS AGENTS AND SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH OR RELATING TO THE USE OF OR ACCESS TO THIS WEBSITE OR WITH THE DELAY OR INABILITY TO USE THIS WEBSITE, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS OR SERVICES OBTAINED THROUGH THIS WEBSITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF LANDFAIR OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.


LANDFAIR AND ANY PERSON CREATING OR TRANSMITTING THE INFORMATION ON THE SITE SHALL NOT BE LIABLE FOR ANY INFECTION BY VIRUSES OF OR DAMAGE TO ANY COMPUTER THAT RESULTS FROM YOUR USE OF, ACCESS TO OR DOWNLOADING OF SUCH INFORMATION. IF YOU ARE DISSATISFIED WITH THE INFORMATION, PRODUCTS OR SERVICES OFFERED AT THE SITE OR WITH THE TERMS AND CONDITIONS OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF AND ACCESS TO THE SITE.


PRIVACY


To the extent that Landfair collects any information from users of the Site, the collection and use of such information is governed by Landfair’s Privacy Policy which you should read before providing any information to Landfair.