Effective Date

This agreement will be effective on your acceptance of its terms electronically or otherwise through the platform.

Brief

These Terms of Use (these "Terms") represent an agreement between you and Ladder Financial Systems LLC. ("Ladder") and contain the terms and conditions governing your use of and access to our website at https://www.myladder.africa and all affiliated websites owned and operated by us (collectively, the "Website") and our products, services, and applications (together with the Website, the "Services"). "You" and "your" mean the person who uses or accesses the Services. "We," "us," and "our" mean Ladder and its successors, affiliates, and assignees. As used in these Terms, "Ladder Account" means the account you have with us for the Services. Your use of and access to the Services are subject at all times to these Terms and our Privacy Policy. Please read these Terms and our Privacy Policy carefully. By using or accessing the Services, you represent that you have read and understood these Terms and our Privacy Policy and you agree to be bound by these Terms and our Privacy Policy. If you do not agree to all the terms and conditions of these Terms and our Privacy Policy, do not use or access the Services. Ladder reserves the right, at any time, to modify, alter, or update these Terms, and you agree to be bound by such modifications, alterations, or updates. Such modifications, alterations, and updates shall be effective immediately upon posting. You agree to be bound by such modified, altered, and updated Terms of Use if You access or use this Site after We have posted notice of such modifications, alterations or updates. You agree to regularly review this Agreement and to be aware of such revisions. Your use of this Site following any such change constitutes your agreement to follow and be bound by these Terms as changed.

Purpose

We offer an automated savings and investment service. As our client, we will manage your savings and investment on your behalf in a very low cost manner to maximize your returns (the "Services"), Ladder may provide certain other services that may be selected by the Client and as may be agreed by both parties. This Terms of use sets out the terms and conditions under which Ladder will provide the Services to its Clients. our website and mobile applications, you enter into a series of legally binding agreements. You also agree to our Privacy Policy which covers how we collect, use, share and store your personal information.

Your Access

Intellectual Property Rights

Ownership. Except as expressly stated, these Terms do not grant any rights, implied or otherwise, to any intellectual property. Customer owns and will continue to own all intellectual property rights in Customer Data, and Ladder owns and will continue to own all intellectual property rights in the Services. License. Customer grants Ladder a worldwide non-exclusive license to access, use, process, copy, modify, distribute, perform, export, and display Customer Data solely to provide the Services or as otherwise described in these Terms. Customer represents and warrants that it has secured all necessary licenses to provide the foregoing license. Feedback. If Customer or Authorized Users provide Feedback to Ladder, Ladder may use it without restriction or obligation.

Investment Tools and Model Predictions

Ladder makes no representation regarding the likelihood or probability that any actual or hypothetical investment will in fact achieve a particular outcome or perform in any predictable manner. Any historical return information on the Platform does not represent the actual performance of any specific investor's account and may not reflect all factors that could impact such performance for an individual investor. Past performance is not a guarantee of future success and returns in any period may be far above or below those of a previous period. No representation is being made that any investment will or is likely to achieve profits or losses similar to those achieved in the past, or that significant losses will be avoided. Investing involves risk and investments at Betterment may lose value. The return, composite, and performance information shown on the Platform uses or includes information compiled from third-party sources, including independent market quotations and index information. Ladder believes the third-party information comes from reliable sources, but does not guarantee its accuracy.

Payment

**Fees:** Customer agrees to pay the Fees in accordance with the payment terms set forth on the Order. Customer is responsible for paying applicable Taxes.

Alerts, Notifications and Service Communications

By creating a User Account, you automatically sign up for various types of alerts via e-mail and mobile notification. We never include your password in these communications, but we may include your name, or email address and information about your portfolio(s) if you are a Client. Anyone with access to your e-mail or mobile device will be able to view these alerts. You may unsubscribe from marketing oriented emails at any time.

Confidentiality

All information and documents obtained by Ladder or its employees, consultants or agents which are not published or otherwise publicly available shall be kept confidential and not disclosed to third parties or the public. This restriction shall not apply to any information disclosed to legal advisers, or to a third party to the extent that this is required, by any court of competent jurisdiction, or by a governmental or regulatory authority in Ghana and the United States. This covenant shall survive termination of this Agreement. You hereby acknowledge receipt of and consents to Ladder’s privacy policy.

International Use

Ladder **is only for use in Ghana & Kenya**

Ladder is only available for use in Ghana & Kenya. We make no representation that Ladder is appropriate or available for use outside these two countries. Similarly, we make no representations that accessing Ladder from locations outside the aforementioned is legal or permissible by local law. If you access Ladder from areas outside of Ghana and Kenya, you do so at your own risk and are yourself responsible for compliance with local laws.

Indemnity

You hereby undertake to defend, indemnify and hold harmless the Lader their directors, officers, employees, agents, successors or assigns from and against any and all claims, losses, damages, liabilities, costs and expenses (including but not limited to reasonable legal fees) while acting in accordance with the terms of this Agreement and that are not a direct result of a breach of the terms herein state, bad faith, negligence, and material violation of applicable laws.

Ladder shall not be liable for any loss affecting the assets held by it on behalf of the Client, where such losses are the result of unforeseen adverse market conditions, government restrictions, exchange or market rulings or suspension of trading. Ladder shall not be liable for any act or failure to act by any third party

Anti-Money Laundering

You represent and warrant the following and shall promptly notify Ladder if any of the following ceases to be true and accurate:

1. To the best of your knowledge based on appropriate diligence and investigation, none of the cash or assets that will be managed by Ladder has been or shall be derived from or related to any activity that is deemed to be in contravention of The Anti Money Laundering Act 2020 ("AML Laws");

2. No contribution or payment by you to Ladder shall cause Ladder to be in violation of the AML Laws

Where we discover that the representations above are untrue or inaccurate or that our Electronic Platform is being used to launder money or for any suspicious transactions, we have an obligation to report your activities to the relevant authorities without recourse to you.

No Warranties

a. All products, services, and content on the website are provided "as is" without warranty of any kind, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, security, or accuracy. Ladder specifically disclaims any duty to update the information on the Platform and it is your responsibility to evaluate the accuracy, reliability, timeliness, and completeness of any information available on the Platform. Ladder does not guarantee that the Platform will operate error-free or that the platform, its servers, or the content are free of computer viruses or similar contamination or destructive features. If you choose to use the Platform, or rely on the information presented on it, you do so solely at your own risk.

Some states or jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to you.

b. **Beta Services.**

Customer may choose to use Beta Services in its sole discretion. Notwithstanding anything to the contrary, Beta Services: (a) may not be supported and may be changed or discontinued at any time; (b) may not be as reliable or available as the Services; (c) have not been subjected to the same security or compliance reviews as the Services; (d) are Ladder’s Confidential Information; and (e) ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY, INDEMNITY, OR SUPPORT AND LOOM’S LIABILITY FOR BETA SERVICES WILL NOT EXCEED FIFTY DOLLARS.

Limited Liability

NEITHER LADDER NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS SHALL BE LIABLE IN ANY WAY FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COST OF PROCURING SUBSTITUTE SERVICE, OR LOST OPPORTUNITY) ARISING OUT OF OR IN CONNECTION WITH THE PLATFORM OR THE USE OF THE PLATFORM OR A LINKED WEBSITE (INCLUDING BUT NOT LIMITED TO THE DELAY OR INABILITY TO USE THE PLATFORM OR A LINKED WEBSITE). THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARE FORESEEABLE OR WHETHER LADDER HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

Governing Law and Dispute Resolution

This Agreement shall be governed, construed, and enforced pursuant to the laws of the Ghana, Kenya and the United States. Any disagreement, dispute or difference howsoever arising, from this Agreement, including its interpretation and validity or as to the rights, duties and liabilities of the Parties hereto or as to any other matter in any way connected with or arising out of or in relation to the subject matter of this Agreement, which cannot be amicably resolved by the Parties within 30 (thirty) days shall be referred to arbitration in accordance with and subject to the laws of the aforementioned jurisdictions. Disputes with Loom may only be resolved on an individual basis and neither Customer nor any user will bring a claim in a class, consolidated, or representative action. The parties expressly waive any class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations.

Integration & Severability

If any provision of this Agreement is found to be illegal, unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.

Communication

By accepting these terms and executing this Agreement, you further agree and acknowledge that these Terms of Use and the rules, restrictions, and policies contained herein, and Ladder’s enforcement thereof, are not intended to confer and do not confer any rights or remedies on any person other than you and Ladder.
You hereby authorize Ladder to deliver notices required under this Agreement by (a) Ladder via email (in each case to the address that you provide), or (b) you via email to [email protected] or to such other addresses as Ladder may specify in writing. The date of receipt shall be deemed the date on which such notice is transmitted. You agree to notify Ladder if you have any reason to believe your email address or account may have been compromised by any third party.

Miscellaneous

Ladder may update these Terms by posting the updates to the Ladder website. If an update materially impacts Customer’s or its Authorized Users’ rights or obligations, Ladder will provide at least 30 days’ notice before the updated Terms go into effect. Any other revisions will become effective on the date the updated Terms are posted by Ladder. Continued use of or access to the Services after the updated Terms go into effect will constitute acceptance of those Terms.