Legal Terms and Conditions

SeedIL is committed to protecting your privacy. We do not sell, trade or rent your personal information to other companies or third-parties. By using our web site, you consent to the collection and use of certain information by SeedIL. If we decide to change our privacy policy, we will post the changes on this page so that you are always aware of what information we collect, how we use it, and under what circumstances we disclose it.

We will use any personal information you give us to operate this website and enhance our services to you.

We may also contact you by email, post or otherwise from time to time with information concerning additional materials, products or services which may be of interest to you. We may also disclose your information to third parties who may contact you for that purpose. Please contact us if you do not want us to use your information for this purpose.

We may use “cookies” when you access the website. Cookies are small bits of code, which are usually stored on your computer’s hard drive, designed to enable the website to operate more efficiently and which may store your personal information (depending on your computer facilities).

Please read these terms of use and a few words of caution (the “Terms of Use”) carefully before using the services offered by SeedIL, its principals, affiliates and other professionals.

These Terms of Use set forth the legally binding terms of use for your use of the website at www.seedil.com, all other sites owned and operated by SeedIL and all subdomains (collectively, the “Site”), and the service owned and operated by SeedIL (together with the site, collectively, the “Service”). By using the Service in any manner, including, but not limited to, visiting or browsing the Site or contributing content, information, or other materials or services to the Site, you agree to be bound by these Terms of Use.

1. Summary of services:

Seed IL is a platform that brings together its users (“User/s”) and Companies. Users visit the Site to learn about, help, advise, create profiles for, browse, and/or indicate an interest in investing in Companies. Seed IL is a club-like platform where Users can interact, network, learn about, and connect with other Users.

SeedIL granted access to SeedIL. By accessing the Site, you become a SeedIL user.

SeedIL does not offer investment advice or advises on the raising of capital through securities offerings. SeedIL does not recommend or otherwise suggest that any investor make an investment in a particular company, or that any company offer securities to a particular investor.

2. Eligibility for use of the service:

The Service is available only to individuals who are at least 18 years old, who have been accepted following a registration process, and upon their payment of the membership fees. You represent and warrant that if you are an individual, you are at least 18 years old, that you are fully able and competent to enter into the terms and conditions set forth in this and other agreements on the Site, and that all registration information you submit is accurate and truthful. SeedIL may, in its absolute discretion and without providing notice, remove you from its Users, and block your ability to access your account.

3. Payment

Participation in SeedIL activities and events, and access to the SeedIL platform, is open to members only. Annual membership fees are $1000 (or €750) for one year of membership. A member who is removed from SeedIL, due to non-compliance with these Terms of Use, will not be eligible to a refund of the membership fees previously paid by him.

4. Modification of terms of use:

SeedIL reserves the right, at its sole discretion, to modify or replace these Terms of Use, or change, suspend, or discontinue the Service (including, but not limited to, the availability of any feature, database, or content) at any time for any reason. SeedIL may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. It is your responsibility to check the Terms of Use periodically for changes. Your continued use of the Service following the posting of any changes to the Terms of Use constitutes acceptance of those changes.

5. User conduct:

As a condition of use, you promise not to use the Service for any purpose that is prohibited by the Terms of Use, or by any law or regulation. The Service is provided only for your own personal use. You are responsible for all of your activity in connection with the Service. Additionally, as a condition of use:

You shall not directly or indirectly modify, translate, or otherwise create derivative works of any part of the Service. You shall abide by all applicable national, and international laws and regulations.

All activity may be monitored at any time by a system administrator authorized to enforce these Terms of Use.

You will not enable or assist non-Users to access the Service.

You further agree that you will establish only one user-account.

You may not create and/or use aliases.

You may not manipulate identifiers in an attempt to disguise the origin of your posts.

You will promptly pay membership fees, and arrange for the prompt renewal of your membership. Should you not pay your membership fees when due, your access to the Services will be cancelled, and your membership will be revoked.

You may only post content owned by you. You assume all risk and responsibility for the content you post in ensuring it complies not only with the law and the various regulations.

You may not post or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation.

You may not impersonate another User or any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity.

All information, whether posted to all Users or privately to a subset of Users, is the sole responsibility of the poster of such information. SeedIL is not responsible or liable for any content posted by Users, and no content represents the opinion of, counsel from, or recommendations by SeedIL.

You may not post or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, contains nudity, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable.

You may not post or otherwise make available any content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements).

You may not post or otherwise make available any content that infringes any patent, trademark, trade secret, or other proprietary rights of any party.

You will make a reasonable effort to avoid posting multiple consecutive one-line messages, which have the effect of causing “clutter”, combining multiple thoughts into a single message when appropriate.

You will never knowingly post with dishonest or misleading information.

You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the site or content contained therein that you did not author. You agree not to re-post or otherwise make available elsewhere, any content from Seed IL that you did not author.

You acknowledge that SeedIL does not pre-screen any posts, but that SeedIL shall have the right to remove any content without notice, to delete any User accounts without notice, and to permanently block any User from accessing the Site, if said User violates the Terms of Use, which may be added to or altered at any time without notice.

You agree to indemnify and hold SeedIL, any subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of any content you post or otherwise make available.

Seed IL may disclose posts if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Terms of Use; (c) respond to claims that any content posted violates the rights of third-parties; or (d) protect the rights, property, or personal safety of Seed IL, its Users and the public.

6. Member account, password and security

You are responsible for maintaining the confidentiality of your user-name password, and are fully responsible for all activities that occur under your password or user-name. You agree to (a) immediately notify SeedIL of any unauthorized use of your password or user-name, or any other breach of security, and (b) ensure that you sign off at the end of each session when using a computer that others may access. Our policy is that each individual person must sign up with their own SeedIL account.

You agree that SeedIL, in its sole discretion, may terminate your password and User information, and remove and discard any content posted, for any reason, including a violation of these Terms of Service or behavior inconsistent with the spirit of these Terms of Service. You agree that any termination of your access to the site may be effected without prior notice, that you may be barred any further access to the site, and that SeedIL shall not be liable to you or any third-party for any termination of your access to the site.

7. Notification of legal compliance

Users who believe that another User is in violation of the Terms of Use must email info@seedil.com immediately without notifying any other User. SeedIL will investigate the complaint and if it discovers that the User is in violation, the User will be terminated.

8. Third-party websites

The Service may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. When you access third-party websites, you do so at your own risk. Those other websites are not under SeedIL’s control, and you acknowledge that SeedIL is not liable for the content, functions, accuracy, legality, appropriateness, or any other aspect of those other websites or resources. The inclusion on another website of any link to the Site does not imply endorsement by or affiliation with SeedIL. You further acknowledge and agree that SeedIL shall not be liable for any damage related to the use of any content, goods, or services available through any third-party website or resource.

You agree that all access and use of this Site and its content is at your own risk.
The links displayed in this Site can give an access to sites submitted to the laws of other countries. Therefore, all information, data about products or their various uses and/or applications set out in these different sites will only be valid under applicable laws and regulations of those countries. It is therefore the duty of the User to check their compliance with their own applicable laws and regulations.

This Site may provide links to third party web sites. SeedIL shall not be responsible for accuracy or any other aspect of the information contained on such sites and shall not be liable for any damages or injury arising from your access to such sites. Links to other sites are provided only as a convenience and at your own risk.

9. Limited information

The data provided, including presentations of companies and entrepreneurs, suggestions, conclusions, opinions and analysis drawn therefrom, have been prepared and are being provided for the limited purpose of providing limited information to parties who indicated their interest in investing in early stage Israeli technology companies, together with other co-investors, through limited partnerships or similar arrangements.

Information provided by start ups might describe various risks. In such a case, one should be minded to the fact that SeedIL has no ability to assess whether all such risks have been accurately described or disclosed and will not have any responsibility for any failure to do so.

Seed IL does not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any information contained on the Site, or endorse any opinions expressed via the Service.

10. Disclaimer of warranty

The Site and the Content (including without limitation any information, documents, forms, resources, or referrals contained thereon or therein) are provided “AS IS” and without warranty of any kind. You assume the risk of any and all damage or loss from the use of the site or the content. to the maximum extent permitted by law, we expressly disclaim any and all warranties, express or implied, regarding the site and the content, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. SeedIL and its affiliates and each of its affiliates’ directors, employees, managers, agents, contractors, partners, suppliers, and content providers do not warrant that: (a) the Service will be secure or available at any particular time or location; (b) any defects or errors will be corrected; (c) any content or software available at or through the service is free of viruses or other harmful components; or (d) the results of using the service will meet your requirements. Your use of the Service is solely at your own risk. Some states or countries do not allow limitations on durations of implied warranty, so the above limitations may not apply to you. We do not warrant that the site or the content will meet your requirements, and we explicitly advise you that all or part of the content may be inapplicable to or inappropriate for your particular circumstances. Therefore, you should consult with an appropriate legal, accounting, or other professional prior to your use of or reliance of any of the content. We are under no obligation to and do not undertake to update or verify the completeness or correctness of any content of the Site.

SeedIL has no special relationship with or fiduciary duty to you, by virtue of this Site. You acknowledge that SeedIL has no duty to take any action regarding any of the following: which Users gain access to the Site; what content Users access through the Site; what effects the Content may have on Users; how Users may interpret or use the content; or what actions Users may take as a result of having been exposed to the content. Seed IL cannot guarantee the authenticity of any data or information that companies provide about themselves or their technology or products. You release Seed IL from all liability for your having acquired or not acquired Content through the Site.

11. No investment advice or offer

The information contained herein is not, and should not be construed as being, an offer to sell securities.

All data provided herein, including information provided by profiled Companies and potential target companies – are partial. The information contained herein is not sufficient to make any investment decision of any sort. Nothing contained herein is to be viewed as a recommendation to invest in any company.

Any potential investment should be subject to a complete due diligence process and subject to certain qualifications – more fully detailed in transaction documentation and specific provisions contained therein (transaction documentation is likely to include: term-sheets, subscription agreements, limited partnership agreements, etc.).

Those interested in learning more about a company and/or a specific opportunity are encouraged to contact us, so we can better assist.

Before making any investment decisions, one should fully assess the risks attached to any investment and should query any matters where one fears inadequate risk disclosure has been made.

You must obtain investment and tax advice from advisors before deciding to invest. We do not provide any investment, legal or tax advice and will not have any liability for any legal, investment or tax issues in connection with any investment you decide to make.

12. Law

These Terms of Use, shall be solely governed by the laws of the State of Israel, including their statutes regarding conflict of laws and may be solely brought to the competent courts of the Tel-Aviv-Jaffa District. You undertake not to initiate any class action, for any reason, against Seed IL, its principals and affiliates, and any entity formed by either of them, and to claim your damages only according to these Terms of Use.

Disclaimer

SeedIL does not provide any investment advice. The goal of SeedIL is to enable like-minded people to share their ideas about Israeli technological start ups.

Nothing contained on SeedIL’s website should be considered as investment advice. You should consult you qualified financial, business and legal professionals before making any investment decisions.

Companies and opportunities profiled on this web site are for informational purposes only. The purpose of these profiles is to make SeedIL’s members aware of these companies and opportunities, and should not in any way come across as a recommendation to invest. You should do your own thorough research before making any investment decisions. SeedIL may have been compensated for profiling companies on this web site and may have obtained positions in the companies represented. All data provided herein, including information provided by potential target companies – are partial. The information contained herein is not sufficient to make any investment decision of any sort.

SeedIL makes reasonable efforts to provide accurate information contained on its web site but does not in any way guarantee that this information is of a timely nature. SeedIL makes no representations or warranties, either express or implied, of any kind related to the information provided, and hereby disclaims all such representations and warranties, created by law, contract or otherwise. In no event shall SeedIL be liable for damages of any kind arising from use of the content of this site, including without limitation direct, indirect, special, consequential or incidental damages, even if SeedIL was aware of the possibility of such damages.

SeedIL reserves its right to make additions, deletions, or modifications to the information at any time without prior notification.

Nothing contained herein is to be viewed as a recommendation to invest in any company.

Those interested in learning more about a company and/or a specific opportunity are encouraged to contact us, so we can better assist.

Before making any investment decisions, one should fully assess the risks attached to any investment and should query any matters where one fears inadequate risk disclosure has been made.

One must obtain investment and tax advice from advisors before deciding to invest. We do not provide any investment, legal or tax advice and will not have any liability for any legal, investment or tax issues in connection with any investment you decide to make.

If you Invest:

· You will use your own judgment before making any decision to invest or to accept an investment involving what is to you a material amount of money.

· You will be solely responsible for complying with applicable law regarding any transaction.

· You will obtain such professional advice as is appropriate to protect your interests, including legal, accounting and other advice.

Always Remember:

SeedIL has no duty, nor should you expect SeedIL to evaluate, confirm, endorse, or otherwise stand behind any person’s statements or recommend any investment, or treat any information you receive as a result of your access to the Service as a representation of any kind by SeedIL on which you should rely.

SeedIL is not responsible for verifying that that any Investor is accredited or otherwise authorized or appropriate to invest per the laws of any jurisdiction

SeedIL does not recommend any start-ups for investment or endorse their fitness for investment, verify the information on the Site or in our emails, nor does SeedIL claim any of that information is accurate.

Additional Words of Caution: Start Ups

Investment may lose value – SeedIL focuses its interest on technology start-up companies. These are all privately held start-up, early-stage or small to medium sized companies that are looking to launch a product or service and may not have a proven track record.

Investments are illiquid – By definition, there is no public market for private companies and there may never be a market for the shares in these companies. Accordingly, one may not be able to sell an interest / investment or realize any profit (even a return of capital) from any investment made.

Private companies – While we expect the start-up companies we interact with to commit to us to regular updates regarding their performance, there is no guarantee that they will adhere to this commitment and we cannot ensure that we will take action if they fail to do so.

No regulatory requirements – When a company goes public it is required to disclose specific information and adhere to strict regulations with regard to their actions, disclosure and corporate governance. Start-ups with which we interact are not subject to the same requirements.

A Final Note: Past and Future

The past performance of any investment history, featured start-up companies selected by SeedIL or the like is not necessarily indicative of future results.

When considering investment in technology start up companies, one should only commit money that one can afford to lose. Private company investments are not for everyone and entail risks that are different from more traditional investments.

THESE DISCLAIMERS CONTAINED HEREIN ARE IN ADDITION, AND NOT IN LIEU OF, OTHER DISCLAIMERS CONTAINED IN THE TERMS OF USE, OR IN ANY OTHER DOCUMENT, OR WEB PAGE

Non Circumvention and Confidentiality Agreement

THIS NON-CIRCUMVENTION and CONFIDENTIALITY AGREEMENT is entered into this _______ day of _______, 2013 by and between ____________________ (“SeedIL”) and _______________________ its club member (“Club Member/s”); (each a “Party” and jointly “Parties.”) WHEREAS, SeedIL operates a platform of club members (including potential investors) seeking investment opportunities in the Israeli technology companies; and whereas part of SeedIL’s business is locating and screening privately held technology start-up companies, at different stages of development, seeking financing with a view of introducing such companies to potential investors as Investment Opportunities (as defined below);

and WHEREAS, Club Member has expressed to SeedIL an interest in investing in such companies, and in connection therewith seeks to be introduced to potential Investment Opportunities;

and WHEREAS, Club Member desires that SeedIL arranges such introductions in connection with one or more Investment Opportunities, and SeedIL has expressed its willingness to pursue such introductions, provided that all contact between Club Member and Contacts (as defined below) will be made, and will continue to be made, solely via SeedIL, until such time as the Parties shall jointly agreed otherwise;

NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, the Parties hereby agree to respect the integrity and tangible value of this agreement between them, and further agree as follows:

This Agreement is a perpetuating guarantee for five (5) years from the date of execution of this Agreement, and is to be applied to any and all transactions present and future, with a Contact (as defined below) introduced by SeedIL, including subsequent follow-up, repeat, extended, renegotiated, and new transactions regardless of the success of any introduction. The term Investment Opportunity shall mean, for the purposes of this Agreement all opportunities presented to him by SeedIL, whether through its internet platform, club events or otherwise.

Due to the fact this Agreement is in place, and based on its terms, Club Member may learn from SeedIL, or from related parties of SeedIL, or from third parties cooperating, working with SeedIL, the names and contact information (including addresses, email addresses, telephone numbers) as well as other valuable information (such as professional associations, other joint acquaintances, etc.) of potential companies, partners and joint-venturers, Investment Opportunities, other investors, lenders, agents, brokers, banks, lending corporations, and administrator, etc. (hereinafter called “Contact(s)”). Club Member hereby acknowledges, accepts and agrees that the identities of the Contacts will be recognized as exclusive and valuable Contacts of SeedIL and will remain so for the duration of this Agreement, and for a period of five (5) years thereafter.

Club Member agrees to keep confidential the names and identity of any Contact introduced by SeedIL, and that they, their firm, company, associates, affiliates, joint ventures, partnerships, divisions, subsidiaries, employees, agents, heirs, assigns, designees, or consultants will not contact, deal with, negotiate or participate in any transactions with any of the Contacts without first entering a written agreement with SeedIL, unless SeedIL gives its prior written consent. Club Member will maintain in the strictest confidence all information relating to a Contact, and to an Investment Opportunity – such as, but not limited to: any names, addresses, other contact information, presentation, specific information presented by any Contact, including by Investment Opportunities (such as methods, concepts, ideas, product/services, or proposed new products or services) or other pertinent information disclosed or revealed to Club Member (“Confidential Information”).

Club Member agrees not to discuss, disclose, reveal or make use of any part of any details of Contacts or other Confidential Information during discussion or observation regarding methods, concepts, ideas, product/services, or proposed new products or services, nor solicit or otherwise do, or accept to do business with any of the Contacts without the prior written consent SeedIL. The Parties agree that due to the many variables surrounding each transaction that will occur as a result of this Agreement being in place, the commission to be paid and/or the fee structure owed to, or the remuneration of SeedIL, may vary. Therefore, a separate agreement will be reached concerning the fee/commission/remuneration outlining the compensation SeedIL will be entitled for each transaction. The fee or commission agreement must be drafted and acknowledged by signature before any transactions takes places – i.e before an investment in an Investment Opportunity reached the stage of transferring deal documents and questionnaires to Club Member.

In case of circumvention, Club Member agrees and guarantees that it will pay a legal monetary penalty that is equal to the commission or fee SeedIL should have realized in such transaction, but not less than (i) a fifteen percent (15%) stake in the investment made by Club Member in Investment Opportunity; or (ii) a seven percent (7%) fee of the total amount committed to be invested by Club Member in Investment Opportunity. The Parties will construe this Agreement in accordance with the laws of the State of Israel, and submit to the exclusive jurisdiction of the courts of competent jurisdiction within the State of Israel. If any provision of this Agreement is found to be void by any court of competent jurisdiction, the remaining provisions will remain in force and effect.

This Agreement contains the entire understanding between the Parties and any waiver, amendment or modification to this Agreement will be subject to the above conditions and must be attached hereto. Upon execution of this Agreement by signature below, the Parties agree that any individual, firm, associates, corporations, joint ventures, partnerships, divisions, subsidiaries, employees, agents, heirs, assigns, designees or consultants of which the signee is an agent, officer, heir, successor, assign or designee is bound by the terms of this Agreement.

A facsimile copy of this Non-Circumvention, Non-Disclosure and Confidentiality Agreement shall constitute a legal and binding instrument.

______________________________ ____________________________ By: Date ______________________________ ____________________________ By: Date