TERMS OF USE

1. The Company

• The website https://www.tgt.co.il (hereinafter: the “Website”) is a crowd investing platform, operated by Together Business Innovation (2018) Ltd., company no. 515804680 from Medinat ha-Yehudim Street 89, Herzliya (hereinafter: the “Company”) and the terms of use detailed below shall apply to it (hereinafter: the “Terms of Use”).
• The Company acts to offer and sell securities of Offering Companies through an online platform subject to the restrictions imposed under the Israeli Securities Law, 5728 – 1968 (the: “Securities Law”).
• The Company holds a license to act as an offer coordinator, registered with registry of coordinators maintained by the Securities Authority, as mandated under Section 35MM of the Securities Law. As an offer coordinator, as said, the Company operates in the offering and sale of securities of Offering Companies through an online platform operated by it on a designated website. The Company wishes to emphasize that the online platform of the offer coordinator is not yet operational. It should be clarified that the Company does not provide advice, as such term is defined in the Regulation of the Investment Advice, Investment Marketing and Investment Portfolio Management Law, 5755 – 1995, and that it does not hold an investment advice, investment marketing or investment portfolio management license.
• Without derogating from that stated in these Terms of Use, neither the Company and/or anyone on its behalf provides any advice and/or recommendation and/or opinion, explicitly or implicitly, regarding any Offer and/or participation therein and/or worthwhile nature of an investment in Offered Securities and their features and/or the likelihood of success of the Offering Companies and/or their ability to achieve their undertakings and representations detailed in the Offer Documents vis-à-vis any offer, including, but not limited to, advice and/or recommendation regarding equity and/or debt raisings, for the purchase or sale of securities. Without derogating from that stated above, other than the reviews detailed in the Offer Documents with respect to each Offer, the Company does not review the propriety of the Offer. Similarly, the Company does not provide ratings of securities offered through the Offers presented on its website.

2. Definitions

The terms below shall have the following meanings ascribed to them in these Terms of Use:

3. General

• The provisions of these Terms of Use shall apply to all Users and/or actions (including, but not limited to, advertising, offering, subscribing, investing etc.) performed on the Website or through it by the Users. Therefore, you are asked to comprehensively read these Terms of Use in full, and to undertake to fulfill their terms and comply with them before executing any action and/or using the Website and/or through it, with your agreement, as said, amounting to consent to the Terms of Use in their most current version, which constitutes a binding legal agreement for all matters between the Company and you.
• The Terms of Use are drafted in singular form for convenience purposes alone, however, they relate to the plural form as well.
• The User agrees that neither they nor anyone on their behalf shall have any argument and/or claim against the Company and/or anyone on its behalf, other than arguments regarding breach of undertakings by the Company and/or anyone on its behalf under these Terms of Use. Without derogating from that stated above, it should be emphasized that the very use of the Website or completion of any action through it constitutes full, final and irrevocable notice by the User that they have read the provisions of these Terms of Use, understood them and consents to them. It should be clarified that in the event the User does not consent to the Terms of Use, in whole or in part, they are to leave the Website and to refrain from making any use thereof.
• All actions or use of services offered on the Website are done at the absolute discretion of the User, and at their sole responsibility.
• The actions on the Website, including the advertising of an Offer, investment, purchase and sale of securities, are subject to regulations that may change from time to time. Changes in regulations relating to actions on the Website, as said, are likely to require the Company to update and amend the Terms of Use and may impact the worthwhileness of participating and investing in Offers offered through the Website. Therefore, the Company reserves the right for itself to update and change the Website, Contents and services presented and Offered on it, including their scope and availability, as well as the Terms of Use and privacy policy and all other documents available on the Website, at any time, in its reasonable discretion under the relevant circumstances. In the event of a material changes to the Terms of Use, the Company shall inform the Users of such in such a manner to be determined by the Company (including through a notice on the Website), subject to applicable law. Material changes shall take effect seven (7) days following the provision of notice to Users, other than in the event that a shorter notice period is required by law. All Users are requested, prior to completing any actions on the Website and/or through it, to be current and to check whether any changes and/or updates were made to the Terms of Use. The User shall have no argument and/or demand and/or claim against the Website and/or the Company and/or anyone on its behalf for these changes and/or errors which may occur when carrying them out, with the User’s continued use of the Website, notwithstanding these changes – meaning the Users consent to these changes.
• It should be clarified that there may be a difference in using the Website through the site adapted for tablet and/or mobile phone devices and use of the Website on desktop and/or laptop computers.
• For further enquiries and for any question regarding the Terms of Use or the Website, the Company can be contacted by telephone: 09-3726000 Mon – Thurs, between the hours of 10:00 – 17:000, or by email to [email protected], by regular mail to Medinat ha-Yehudim Street 89, Herzliya Pituach or by fax: 072-3935348.

4. The Website

• Offers of different Offering Companies are published on the Website and Offer details are presented for such Offers, as the matter may be.
• The Content appearing on the Website is for information purposes alone and shall not be seen to constitute any advice and/or recommendation regarding engagement with the Company and/or regarding participation in any Offer whatsoever or its worthwhileness. For the avoidance of doubt, the Content is no substitute for investment, commercial, accounting, legal, tax advice, or any other advice so required under the circumstances. Prior to making any investment decision through using the Website, Users are required to rely on reviews and advice, of all forms and types, performed by themselves and/or by anyone on their behalf, regarding such investment decision (including the advantages and risks inherent in such investment).
• The Company may (but is not obligated) participate in Offers, including the purchase and/or receipt of the Offered Securities, in its sole discretion, and subject to applicable law. Similarly, the Company reserves for itself the right to participate in specific Offers through affiliate companies (as defined in the Securities Law).

5. Registration to the Website

• Part of the services and Contents on the Website require registration. Therefore, during the registration process, Users are required to set-up a user account through completing designated registration forms and selecting a personal entry code. It should be clarified that during the registration process, the User is obligated to provide full and accurate details, with the Company reserving for itself the right to review the provided details (and their accuracy), at all times during and after registration to the Website, and to take all means, in its discretion and in accordance with the Terms of Use, in order to confirm their accuracy and completeness. For the avoidance of doubt, the User is the sole person responsible for updating their details, if any changes occur, and is responsible for reporting such to the Company. The submission of fraudulent documents may amount to a criminal act and one who does so may be subject by law to criminal and civil legal proceedings.
• Users who sign-up to the Website on behalf of a corporation hereby undertake that they possess all the consents, permits and approvals to register to the Website on behalf of the corporation and to engage the Company on behalf of the corporation and to make commitments on behalf of the corporation and that as a term of use on the Website and services contained therein, the corporation shall accept upon itself these Terms of Use (including through receipt of all the appropriate resolutions of its authorized organs in accordance with the corporation’s incorporation documents and/or applicable law), as if the corporation had engaged the Company directly. The User undertakes to indemnify the Company and/or anyone on its behalf for all damages or loss they may cause the Company and/or anyone on its behalf as a result of any claim and/or demand that may be raised by such corporation for use of the Website in its name by the User.
• The User is the sole person responsible for actions performed on its account. Similarly, each User is the sole person responsible for maintaining the confidentiality and securing their personal password and they are required to take all necessary means required for such. The User shall inform the Company immediately of any security breach on the Website and/or of any unauthorized entry to their account.
• The User is the sole person responsible for all damages caused to them and/or the Company and/or other Users on the Website and/or all third-parties due to unauthorized use of their account.
• The Company may, in its sole discretion, block all access and/or actions of a User on the Website, including but not limited to, the blocking of participation in Offers published on the Website, purchase of securities offered through Offers published on the Website, refusal to register Users to the Website, suspension or deletion of accounts of existing Users, upon the occurrence of one of the events detailed below:
  • The User breached, and/or in the sole discretion of the Company was going to breach any of the provisions of these Terms of Use or applicable law;
  • The User breached, and/or in the sole discretion of the Company was going to breach their undertakings in the future (under these Terms of Use or under any other agreement of the User with the Company and/or anyone on its behalf);
  • The User breached the Company’s trust, including through false declarations, filling out incorrect and/or incomplete and/or imprecise details, recording and/or providing incorrect information on the Website regarding such User and/or regarding the Company and/or regarding any third-party;
  • The User performed an act or omission which can harm the Company and/or anyone on its behalf and/or any third-party whatsoever, including other Users of the Website or the proper operation of the Website;
  • The User (or body on behalf of which the User acts) ceased complying with one or more of the terms set by the Company or applicable law, in order to participate in the Website as an Investor or as an Offering Company;
  • Any other instance by which the Company, in its sole and absolute discretion, finds correct to block such User’s access to the Website, refuse to register them, to suspend or delete their account and/or any other reason that is reasonable under the circumstances, required in order to preserve the Company’s interests and/or those of other Website Users.

The User hereby declares that they shall have no argument and/or claim and/or demand and/or complaint in any instance that the Company takes the means detailed above, and that they irrevocably waive, and that no argument and/or claim and/or demand and/or complaint will be made against the Company as said, and that as a result of which they will not be entitled to any remedy and/or compensation.

• All Users or body making use of the Website’s services undertake to provide the Company with all documents and/or information so demanded by the Company for such use. Absent provision of such details or documents, the Company will not be able to use the Website or services Offered through it.
• The User’s electronic confirmation and/or submission of the requested consent on the Website, including regarding the reading, understanding and consent to Contents and/or to the participation in various Offers published on the Website, including the resulting subscription and purchase of securities, shall be legally binding as a consent, approval and signing for all matters and shall obligate and commit the User without any need for the User to manually (or otherwise) sign.

6. Additional Provisions regarding Offering Companies

• Each Offer published on the Website is the sole responsibility of the Offering Company. The publication of any Offer on the Website should not be construed to amount to the approval of the Company and/or anyone on its behalf of its details (or completeness) and/or its reliability, and this publication does not amount to the expression of an opinion by the Company on the nature of the securities offered through it.
• The Company shall decide upon procedures and take reasonable measures to prevent, to the extent possible, fraud in Offers carried out through the Website, with respect to the matter of “reasonable measures”, it should be clarified that the Company may act in reliance on representations of the Offering Companies, unless the Company has a reasonable basis to not believe their accuracy.

7. Additional Provisions regarding Subscribers and Investors

Participation in the various Offers, including the subscription and purchase of securities Offered through them, constitute a transaction between the Offering Company and the Investor; the Company is not a party to such transaction and only provides the platform for the Offer.

8. Payments, Fees and Taxes:

• All Users
  • The User is solely responsible for payment and reporting all relevant payments, commissions and taxes connected to use of the Website, including third-party commissions and all tax liabilities under applicable law.
• Offering Companies
  • The publication of Offers on the Website by various Offering Companies entails a payment to the Company as shall be set in the agreements between it and the Offering Company.
  • Offering Companies are likely to bear additional payments in accordance with applicable law and the specific Offer terms.
• Subscribers and Investors
  • Use of the Website and participation in the various Offers published on it by the Subscribers and Investors at this stage, does not entail payment.

9. Risk Factors in Participating in an Offer

• In general, the investment in company securities is characterized by different levels of risk, with the investment in the securities of early-stage companies being characterized, in general, with a higher degree of risk. As is well known, early-stage companies have limited operating history, and have inherent uncertainty regarding their future and development prospects. Therefore, each Investor should recognize that they are likely to lose their entire investment.
• Accordingly, the risks entailed in the investment in securities and participation in Offers publish on the Website vary between the different Offering Companies and shall be presented to the User in the course of each Offer. The risks entailed in the investment in securities and participation in Offers published on the Website, include, inter alia, the risks detailed below (in addition to the unique risks each Offering Company is subject to that shall be detailed, as said, in the Offer Documents for each Offer):
• The Offer is not subject to the securities law and corporate law that apply to companies offering securities to the public. The Israel Securities Authority has not approved of the publication of the Offer Document and has not reviewed it, after completion of the Offer, the company will not be subject to the disclosure and corporate governance regulations intended to protect Investors in the company and supervision by the Securities Authority.
• There is a possibility that the Offering Company may become insolvent and/or commence liquidation proceedings, and the holders of the Offered Securities may lose the entire investment amounts.
• There is a possibility that all investment amounts may be lost, due to the fact that the Investors are minority shareholders, or due to the activities of the Offering Company or its controlling shareholder, including the sale of control in the Offering Company, sale of its material assets or other transactions of its interested parties.
• There is a possibility that those holding the securities of the Offering Company will not succeed in selling the Offered Securities due to an inability to sell the Offered Securities, due to the fact that they are not listed for trade on the Tel Aviv Securities Exchange or any other exchange.
• There is a possibility for the dilution of the rate of holdings of each Investor in the capital of the Offering Company as a result of the future issuance of its securities, including, but not limited to, in the course of future capital raisings of the Offering Company (if any), subject to the rights attached to the Offered Securities.
• Online investments according to the offering model have inherit risks, including but not limited to, the inability to negotiate vis-à-vis the investment terms, the lack of an economic incentive to keep track of the investment considering its scope, etc.
• The pricing of the Offered Securities that reflects the value of the Offering Company was performed on the basis of valuations of the management of the Offering Company, without substantiation from a valuator or receipt of an expert opinion from a financial professional or any other party.
• In light of that stated above, and without such being able to impose liability on the Company, the Company recommends that Users invest in amounts that they are economically able to absorb their loss and to diversify their investments accordingly.

10. Confidentiality and Privacy

• The User agrees that all information provided by them or collated about them, directly or indirectly, through the Website, shall be managed in accordance with and subject to the Company’s privacy policy document, which constitutes an inseparable part of the Terms of Use. The Company’s privacy policy can be found at the following address: https://www.tgt.co.il/privacy-policy.
• Without derogating from the Company’s privacy policy, the User declares, agrees and undertakes, as the matter may be, as follows:
• The provision of their personal details during the registration process is done willingly and with their full consent and the filling out of the details evinces their consent to disclose them. With respect to the provision of personal details on behalf of a corporation, see Section 2 above.
• The data and details provided by the User during the signing-up process shall be saved on the Company’s databases, subject to applicable law, it should hereby be clarified that they are not obligated by law to provide the information, however, in the event that they do not provide the information, it is likely that they will not be able to use and/or complete certain actions on the Website.

11. External Information, Website Contents, Advertisements and Sponsorships

• It should be clarified that the Website is likely to contain links to other websites, be they Israeli or foreign. The Company shall not bear any liability with respect to the Contents of those websites and to any information contained therein. The inclusion of the link on the Website does not constitute a recommendation to visit it and a visit to it by the User shall be at their sole discretion and personal liability. The Company shall not be liable for any damage, direct or indirect, financial or otherwise, that may be caused to the User as a result of reliance on the information appearing on such links and/or any other internal or external information source.
• The Website is likely to include advertisements or endorsements (hereinafter: “Advertisements”) for third-party products or services, sponsored by external services, with such Advertisements being personalized to the browsing habits of the User. It should hereby be clarified that such advertisers and sponsors are solely responsible for such Advertisements, their contents and compliance with applicable law, and that the Company has no influence on the choice of Advertisements presented, the order that they appear in or their Content. The Company shall not be liable for any damage, direct or indirect, claim, demand, argument, complaint etc., regarding such Advertisements.

12. Consent to Receive Mail and Advertising

• The Company may, but is not obligated to, send Users advertisements, sales, discounts, updates, insights etc. (jointly and hereinafter: “Marketing Mail”) from time to time, inter alia, through email, or SMS, subject to receipt of the recipient’s consent in accordance with that stated in Section 30A of the Telecommunications Law (Transmission and Broadcasting), 5742 – 1982 (hereinafter: the “Telecommunications Law”). Notwithstanding that stated above, pursuant to the provisions of Section 30A(c) of the Telecommunications Law, the Company may send the recipient Marketing Mail regarding a product and/or service purchased by the recipient from the Company and/or regarding products and/or services of a type similar to them, even without their consent.
• Recipient Users may elect at any time to cease receiving Marketing Mail from the Company, this through a written request to the Company) to the contact details listed in Section 8 above, (or through a request to the Company in the same manner in which the Marketing Mail was distributed, at the election of the recipient User).

13. Availability

The Company strives for its Website to function and serve the Website Users in the most beneficial manner and shall take reasonable measures, in its sole discretion and in accordance with common accepted practice, for such purposes. This being said, the Company does not undertake that the Contents appearing on the Website and/or the use thereof, will not be disturbed and/or will be managed in an ongoing, safe fashion without errors. Similarly, the Company clarifies that it is possible that the Contents appearing on the Website and/or use thereof will be exposed to unauthorized access by malevolent parties, this notwithstanding the reasonable means taken by the Company as said, and that in such circumstances the Company shall not bear any liability for the non-availability of the Website and/or the use thereof in a non-continuous or safe manner.

14. Intellectual Property

• All trademarks and intellectual property on the Website, including all Content contained therein or connected to it, is that of the Company alone, or that of a third-party, that allowed the Company to use it or requested that the Company publish it on the Website. No part of the above should be copied, distributed, publicly presented, publicly performed, publicly distributed, changed, processed, used to create derivations, sold, leased, neither should any action be performed which can amount to a breach of the Company’s intellectual property rights and/or intellectual property rights of any other parties, either directly or indirectly, through a third-party, or through any way or means whether electronic, mechanical, optical, photographic means or recordings etc., without receipt of the advance written consent of the Company or other rights holders, as the matter may be, and subject to the terms of the consent (if given). This provision shall also be valid regarding any revisions, edits or translations performed by the Company.
• Without derogating from that stated above, no Content or service provided on the Website should be deemed to grant the User any right, license or authority, of any type or form whatsoever, not explicitly or implicitly, or in any other fashion under which copyrights or intellectual property rights of any type or form whatsoever can be acquired.
• The User is aware and consents to such that the Contents that they shall share, publish or provide on the Website, shall be public property and that they grant the Company and other Website Users a right that is not limited by time, to present, duplicate, distribute, copy, market, broadcast, present for public use and to use the Contents and such information for any other use in their discretion.

15. User’s Declaration

The User hereby declares to the Company and the other Website Users, as follows:

• That they will not commit any use and/or perform any action on the Website and with the services provided therein which is contrary to the law, or use which is likely to harm the Company and/or third-parties. Such uses include, inter alia, but not limited to, the collation of any personal information which is provided to identify Website Users, use of communication and distribution systems provided on the Website for the solicitation of any commercial purpose, use of the Content and services provided on the Website that is not exclusively for the User’s personal use, an attempt to decode, deconstruct or reverse engineer any code, services or Content used and provided on the Website, impersonations or presentation of a false representation on the Website or to its Users etc.
• To not sabotage and/or attempt to sabotage the Company’s computer systems and/or those of the other Users, in any manner whatsoever, including through use of autonomous systems.
• To not connect to the Website and/or to a Website User and/or to Content and services provided on it: (a) to share, download, distribute, publish or solicit other information in such a manner which is in breach of any of the rights of the Company and/or those of a third-party; (b) other information which is prohibited to publish or use due to it being threatening, harmful, insulting, defamatory or improper; (c) other information including viruses or other Content which is likely to sabotage the computer systems of the Company or third-parties.
• That they have read in depth all of the information published on the Website, including the Terms of Use, privacy policy, any information regarding the Company’s policies etc., and has ensured that all such information is understood and clear to them.

16. Declarations of the Offering Company

The Offering Company hereby declares to the Company and the other Website Users, as follows:

• The Offering Company is aware that the Company acts in reliance on its representations in order to ensure that its Offers and their terms fulfill all of the terms set in the Securities Law and the offering regulations, and similarly that the Company acts in reliance on the representations of the Offering Company in order to ensure that fraud is not committed with the different Offers, without carrying out independent examinations of its own for such matters (except as required by applicable law).
• The Offering Company is aware that it will not be allowed to assign its rights and obligations under the Terms of Use and specific contractual engagements with the Company to others

17. Declarations of the Subscribers and Investors

Each Subscriber and Investor hereby declare to the Company and the other Website Users, as follows:

• All engagements between them, the Company, the Offering Company and any other Website User regarding their participation in an Offer and the purchase of Offered Securities through it, result from their sole willing decision, after using their discretion and considering the Offer and the ramifications entailed in participating in it, and without acting in reliance on the Company in any form whatsoever, in order to make their decision.
• They possessed all the tools and information necessary and required by them in order to make informed and willing decisions regarding their participation in an Offer and the purchase of securities Offered through it, and that this information was carefully reviewed and checked to their satisfaction by them and/or by anyone on their behalf.
• That they will read in depth the Offer details, and specifically the restrictions and risks entailed in accepting an Offer, and they will ensure that such information and terms are understood and clear to them prior to their participation in it and subscribing to securities offered through it.
• They have the ability to assess and appraise the restrictions and risks detailed in the different Offers in which they wish to participate, including the commercial risk in purchasing Offered Securities of various Offering Companies, and that they are aware of the possibility that they may lose all of their investment monies. Similarly, they possess the means, knowledge, experience and economic ability to withstand the full loss of their investment monies, as said.
• Their acceptance and participation in any Offer and the purchase of Offered Securities will not be contrary to any law, agreement and/or legal undertaking or otherwise to which they are subject, to any third-parties whatsoever.
• They are aware that they are not permitted to assign their rights to purchase Offered Securities, to which they will subscribe, to others, and that their investment in the Offering Company is being performed for them alone, and not for others.
• They are aware that the Company acts on reliance of the representations of the Offering companies, in order to ensure that the Offers and their terms fulfill the terms set in the Securities Law.

18. Liability and Indemnity

• The Website serves as a platform for engagements between Subscribers and Offering Companies only. It is hereby clarified that the Company and/or anyone on its behalf shall not be the persons responsible and/or guarantors and/or guarantee in any way the repayment of the amount of the investment or (as the case may be) the issue of the securities and the use of the services of the Website, including the provision of the amount of the investment or its taking shall be in the sole responsibility of the Users.
• The Company and/or anyone acting on its behalf bear no liability whatsoever for any damage, expense, liability, loss, claim, etc. caused to Users of the Website, including as a result of the unlawful use of the Website and its services or regarding anything appearing on the Website, including commercial offers and/or third-party advertisements and/or the degree of satisfaction of the Users of the Website. Similarly, the Company shall not be responsible for problems caused by the use of the Website, including, but not limited to, malfunctions in the operating system and/or any software found on the electronic device from which the Website was accessed and/or any hardware problem and/or viruses and/or hostile software or any other software discovered or found on the electronic device from which the Website was accessed as a result of use of the Website and/or any communication problem or transferring data which shall temporarily or permanently block the use of the Website and/or the quality or speed of use of the Website.
• The User undertakes to protect, indemnify, compensate and exempt the Company, its officers, employees, shareholders and any other related party for any claim, argument, demand, damage, expense, liability, loss etc. which is caused by any of the above parties, as a result of unlawful use of the User, or due to violation of any of the Terms of Use.
• Without derogating from that stated above, and subject to applicable law, the User hereby agrees that in any event the Company’s liability to them shall not exceed the payment that they have made to the Company for the services rendered to them by the Company with such payment constituting the maximum liability limit which the Company can be liable to them.

19. Waiver and Prevailing Provisions

• The Company’s failure to enforce any right or provision of the Terms of Use shall not be considered a waiver on its part of that right or provision in other similar cases in the future.
• The provisions of the Terms of Use shall prevail over any prior agreement between the Company and the Users or any other publication of the Company in connection with the services offered on the Website, unless expressly stated otherwise in writing. In the event of a conflict between the provisions of these Terms of Use and the provisions of the individual agreements vis-à-vis the Offering Companies, the specific agreements shall prevail.

20. Law and Jurisdiction

The laws of the State of Israel shall exclusively apply to the Website, use of the Website, Terms of Use and privacy policy, including all items resulting from them and their interpretation, and the Israeli courts shall have the exclusive jurisdiction to hear all disputes and/or legal question in respect thereof. In the event that a court finds that any of the provisions of the Terms of Use is invalid and/or unenforceable, then such provision shall be considered void, without such being able to affect the validity of the remaining provisions of the Terms of Use and privacy policy, which shall continue to be in full force.