- The Company
- 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.
The offering of securities subject to the restrictions of the Securities Law.
A private company as defined under the Companies Law, 5759 – 1999, cooperative society or any other corporation that has not offered securities under a prospectus in Israel or any other country.
Any person who subscribes to the Offered Securities through the Website.
Documents that include the details of each Offer published on the Website by each Offering Company.
A Subscriber who has completed the process of purchasing Offered Securities through the Website and holds the Offered Securities that they subscribed to and purchased through the Offer, in whole or in part.
An Investor in a class listed in the first addendum to the Securities Law.
“User” or “Users”
Any person or corporation, including Subscribers, Investors, Qualified Investors, lead Investor or Offering Company, using the Website.
Shares of debentures of various Offering companies Offered through Offers on the Website.
Data of any type or kind whatsoever, including, but not limited to, text, pictures, sound, graphs, movies, audios, audio, content, code, graphics, design, data, illustrations, animations, charts, files, content and/or database, presented on the Website.
- All actions or use of services offered on the Website are done at the absolute discretion of the User, and at their sole responsibility.
- 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.
- 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).
- Registration to the Website
- 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 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.
- 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.
- 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.
- 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.
- 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.
- Confidentiality and Privacy
- 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.
- 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.
- 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).
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.
- 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.
- 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.
- 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).
- 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.
- 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.
- 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.
- Waiver and Prevailing Provisions
- Law and Jurisdiction