Terms of use – Unicorns Exchange

Last revised: Dec 12, 2020

General
1. Welcome to Unicorn Exchange (the “Website“), a secondary marketplace that matches between prospective purchasers and sellers of shares of private companies (“Parties” and “Shares”, respectively), operated by Unicorns Exchange Ltd., a company incorporated in Israel, registration number 516057098 (the “Company”).
2. These terms of use (the “Terms“) govern your (“You“, “Your” or “User“) use of the Website. These Terms should be read carefully by You in their entirety prior to Your use of the Website. Please note that these Terms constitute a legally binding agreement between You and the Company, and that if You do not agree with any provision of these Terms, You shall immediately cease using the Website. By using the Website, You agree to the Terms, as amended from time to time.
3. If You use the Services (as this term is defined below) on behalf of a third party (including as an approved proxy for another person or entity), then You agree to these Terms on Your own behalf and on behalf of those persons and entities (to which references to “You” also apply), and may only use the Services if You have the authority from each such person and entity to do so.
4. These Terms incorporate our Privacy Policy and by agreeing to these Terms, You confirm that You also accept and agree to the privacy policy of the Company (You can review Company’s Privacy Policy by clicking here) (the “Privacy Policy”).
Eligibility
1. 1. You are only entitled to use the Website, if You comply with all of the following:
    1. If You are a natural person, You are at least 18 years old;
    2. You have the right, authority and capacity to enter into these Terms and to abide by all the terms and conditions of these Terms;
    3. You are not prohibited from using the Website and/or the Services pursuant to the laws of the country in which You reside or located while using the Website and/or the Services.
    4. You are a qualified (or accredited) investor, as such term is defined in your country under the applicable laws and regulations, and if You are a US Person, as such term is defined under applicable US securities laws, You confirm that You are an Accredited Investor (as such term is defined in SEC Rule 501 of Regulation D) and an available exemption from registration of shares under US Federal and state laws exists with respect to the relevant transaction.
  2. The Company makes no representations or warranties, express or implied, concerning the legality of the Website and/or of any person’s use of the Website, and the Company shall not be responsible for any illegal use of the Website by the User
The Services
1. The Website facilitates the connection between “Buyers”, who are Users that submitted orders for the purchase of Shares and “Sellers”, who are Users that submitted orders for the sale of the same (the “Services”). The Services may include providing information on the private companies which Shares are the Parties are interested in purchasing or selling.
2. It is clarified that the transactions between the Users are not made within the framework of the Website and/or the Services, and the Company does not take any part in the negotiations or in the contract between the parties, but only allows the initial contact between them.
3. Furthermore, it is clarified that the Website is not a security exchange, as this term is defined in security laws of Israel. The Website matches between Buyers and Sellers based solely on the information that they provide as part of their use of the Website (including information that is observed as part of their use thereof). The Company does not make any warranties of any kind in relation to any matching (namely, the proposed connections) displayed on the Users’ Account, and the Users are fully responsible to assess the suitability of any order to their needs and preferences.
4. Investment in Shares is only suitable for Users who are familiar with and willing to accept the high risks associated with private investments, including the risk of complete loss of the investment. The Shares are not publicly traded and, therefore, are illiquid unless and until listed for trading on a stock exchange, if at all. The Shares may be subject to restrictions on resale and transfer, including holding period requirements. Investing in Shares of private companies requires high tolerance for risk, low need for liquidity, and willingness to make long-term commitments. Buyers must be able to afford to lose their entire investment.
5. When You submit an order through the Website, You are aware that the information that You include in such order will be available to other Users, as well as to the Company.
6. The Services are provided As-Is and the Company does not guarantee continuous and not interrupted availability. In any other event as the Company may deem necessary, including without limitation (a) maintenance work; (b) market disruption; (c) lack of verification; and/or (d) in case the Company perceives a heightened risk of legal or regulatory non-compliance associated with Your activity; the Company may, in its sole discretion and without liability to You, with or without prior notice:
  1. Suspend Your access to all or a portion of the Services;
  2. Prevent You from completing any actions via the Website, including denying or removing any of Your orders; or
  3. Terminate Your access to the Services
Registration to the Website
1. In order to use the Services, the User is required to register to the Website. As part of the registration process, the User will be required to fill in some registration details. At the end of the registration process for the Website, an account will be opened for the User, through which the User will be able to use the Services (the “Account”).
2. Upon opening an Account, a brokerage agreement (the “Brokerage Agreement”) is entered into between You and the Company (according to the version that is made available to You during the registration process) and You declare that by opening an Account, You accept all the obligations that apply to You by virtue of the Brokerage Agreement. With regard to the subject matter of the Brokerage Agreement, in the event of inconsistencies between the provisions of these Terms and the Brokerage Agreement, the provisions of the Brokerage Agreement shall prevail.
3. Your Account is personal and cannot be transferred in any way. No one except You can access or use the Website through Your Account.
4. When You open an Account, You represent and warrant that all the details that You submitted as part of the registration process are genuine and correct. You also represent and warrant that You are aware that partial or false reporting is a violation of the law and doing so exposes You to sanctions or legal proceedings. You undertake to indemnify the Company and/or anyone on its behalf for all expenses and/or damages that the Company and/or any third party will incur if You and/or someone on Your behalf provided false information and/or if You did not update the Company on any change in such information.
5. You shall be fully responsible to maintain confidentiality of Your Account and not transfer Your Account’s details to third parties. The full responsibility for an unauthorized use of Your Account lies solely with You, and You will bear, alone, all responsibility derived of an unauthorized use of Your Account. If You misplace, forget or lose Your Account details, the Company shall not be liable for any direct or indirect loss associated with such occurrence.
6. By providing Your e-mail address to the Company as part of the registration to the Website, You agree to receive all required notices from the Company electronically, to the e-mail address provided. It is Your responsibility to keep Your email address associated with Your Account up to date, so that the Company can communicate with You electronically. You understand and agree that You forfeit the right to plead ignorance if You do not receive an electronic communication sent to You by the Company, because Your Account’s email address is incorrect, out of date, blocked by Your service provider, or You are otherwise unable to receive electronic communications.
Third Parties’ Content
1. Some of the information displayed on the Website, including the information about the companies (under the “Companies” tab in the Account), originates from third parties and has not been reviewed by the Company before it is presented. The Company does not endorse or guarantee any such third-party information for any purpose, including but not limited to accuracy, legality, non-infringement or fitness for any particular purpose.
2. Accordingly, the Company recommends that You independently verify all information before relying on it, and any decisions or actions taken based upon such information are Your sole responsibility.
User Conduct
1. You agree not to access or attempt to access the Website and/or Services and/or Account by any means other than the interface provided by the Company or circumvent any access or use restrictions put into place by the Company to prevent certain uses of the Website and/or Services and/or Account.
2. You agree to use the Website and/or Services and/or Account in good faith and in accordance with these Terms and not to use, or to encourage others or permit others to use, the Website and/or Services and/or User Account to:
  1. impersonate any person or entity, or falsely state or otherwise misrepresent Your affiliation with a person or entity;
  2. access or use the Website and/or Services in any manner that could damage, disable, overburden, or impair any of the Company’s server or the networks connected to any of the Company’s servers;
  3. intentionally or unintentionally interfere with or disrupt the Website and/or Services or violate any laws related to the access to or use of the Website and/or Services, violate any requirements, procedures, policies, or regulations of networks connected to the Website and/or Services, or engage in any activity prohibited by these Terms;
  4. disrupt or interfere with the security of, or otherwise cause harm to, the Website, the Services, Account, passwords, servers, or networks connected to or accessible through the Website and/or Services and/or Account or any affiliated or linked sites;
  5. disrupt, interfere with, or inhibit any other User from using and enjoying the Website and/or Services or other affiliated or linked sites, platforms, or content;
  6. reproduce, sell, trade, resell or exploit for any commercial purpose, any, use of the Website and/or Services and/or Account, or access to the Website and/or use of the Services and/or Account;
  7. defraud, defame, or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
  8. engage in any other conduct which, in the Company’s sole discretion, is considered inappropriate, unauthorized or objectionable;
  9. use any automated methods or tools to crawl, robot, scrape, spider or otherwise monitor or extract data from any part of the Website and/or Services and/or Account without the Company’s express prior written permission (the Company may use robot exclusion headers within the Website and You agree to comply with any such headers);
  10. decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any of the source code or underlying ideas or algorithms of any part of the Website and/or Services and/or Account, except to the limited extent that applicable laws specifically prohibit such restrictions;
  11. post or send any unauthorized or unsolicited advertising, promotional materials, marketing email or spam;
  12. forge any TCP/IP packet header or any part of the header information in any email or posting, deceptive or false source-identifying information;
  13. mirror or frame any part of the Website and/or Services and/or Account on any other website;
  14. use any meta-tags or other hidden text or metadata containing any Unicorn Exchange Trademark, Materials, URL or product name without the express prior written permission of the Company;
  15. use any Unicorn Exchange Trademark, Materials, URL, product name or logo in any way that incorrectly suggests the Company’s affiliation with or endorsement of any person, entity, product or service; or use any other trademarks, service marks, trade dress, designs or logos that are confusingly similar to any Unicorn Exchange Trademark, Materials, product name or logo or to the look and feel of the Services and/or Account; or
  16. assist or encourage any third party to do any of the above activities prohibited in this section or to otherwise violate any term of these Terms or the Privacy Policy.
3. In addition, You agree to comply will all applicable laws, regulations, and ordinances as a condition of use of the Website and Services.
4. In order to permit the Company to protect the quality of its products and services, You hereby consent to the Company’s employees and representatives being able to access Your Account and records for any reason, in our sole discretion. The Company also reserves the right, but does not assume the responsibility, to monitor or review Your conduct while using the Website and/or Services and/or Account. Your use of the Website and/or Services and/or Account is subject to all applicable local, state, national and international laws and regulations. Further, You acknowledge that You are responsible for obtaining or providing all access lines, telephone and computer equipment (including modem), or other devices, necessary to access the Website, and paying all charges related thereto.
5. You agree not to use the Website and/or Services and/or Account for any unlawful activity and the Company reserves the right to investigate any suspicious activity or in response to any complaints or reported violations. When investigating any such activity, the Company reserves the right to report suspected unlawful activity to any appropriate person or body and to provide them with any relevant information, including personal data.
Intellectual property rights
1. The Website and its content, including the video materials, text, photos, logos, designs, music, sound, figures, trademarks and any other content embodied in the Website are protected by intellectual property of the Company rights or of third parties.
2. As between the Company and the User, the Company retains all right, title and interest in and to the Website and the Services. The use of the Website and/or the Services does not confer on the User any of the intellectual property rights embodied in the Website and/or the Services, other than the right to use the Website and/or the Services in accordance with the terms of these Terms.
3. You shall not, nor shall You allow any other party to modify, decompile, disassemble, reverse engineer, copy, transfer, create derivative works from, rent, sub-license, distribute, reproduce framed, republish, scrape, download, display, transmit, post, lease or sell in any form or by any means, in whole or in part, use for any purpose other than for using the Website or the Services pursuant to the Terms or otherwise exploit any of the contents of the Website without the explicit, prior written permission of the Company.
Limitation of liability
1. Your use of the Website and/or the Services shall be at Your sole risk. To the fullest extent permitted by law, the Company disclaims all warranties, explicit or implied, in connection with the Website and the Services and Your use thereof including implied warranties of merchantability, title, fitness for a particular purpose or non-infringement, usefulness, authority, accuracy, completeness, and timeliness. Accordingly, the Services, including all content and functions made available on or accessed through or sent from the Website, are provided “as is,” “as available,” and “with all faults” basis.
2. Without derogating from the generality of the foregoing, the Company assumes no liability or responsibility for any (a) errors, mistakes, or inaccuracies of any content included in the Website; (b) any interruption or cessation of transmission to or from the Website of via the Services; or (c) any bugs, viruses, Trojan horses, or the like which may be transmitted to or through the Website or the Services by any third party.
3. You agree to hold the Company harmless for any losses caused, directly or indirectly, to You and/or to any other third party, with respect to the Website and/or the Services and You shall bear sole responsibility for any of Your decisions made relying on the content of the Website and/or the Services.
4. In no event will the Company be liable to You or any third party for any special, direct, indirect, incidental, special, punitive, or consequential damages whatsoever, including any lost profits or lost data arising from Your use of the Website and/or the Services or other materials on, accessed through or downloaded from the Website or as part of the Services, whether based on warranty, contract, tort, or any other legal theory, and whether or not the Company has been advised of the possibility of these damages and in cases where judicial authority finds the Company liable, its liability shall not exceed 500 USD. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.
5. You specifically acknowledge that the Company shall not be liable for any content posted by other Users on the Website, or defamatory, offensive, or illegal conduct by any third party and that the risk of harm or damage from the foregoing rests entirely with You.
6. The Company is not responsible for any problems or technical malfunction of any telephone or network lines, computer online systems, servers or providers, hardware, software, failure due to technical problems or traffic congestion on the internet (or inaccessibility of the internet) or incompatibility between the Website or the Services and Your browser and/or other equipment. Without derogating from the above, the Company does not assume any responsibility or risk for Your use of the internet.
Links
1. The Website may contain links, content, advertisements, promotions, logos and other materials to websites or software that are controlled or offered by third parties (the “Links”). The Company cautions You to ensure that You understand the risks involved in using such websites, software or materials before retrieving, using, relying upon or purchasing anything via these websites or software or based on such materials. Such Links are provided solely for Your convenience, and You agree that under no circumstances will You hold the Company liable for any loss or damage caused by use of or reliance on any content, goods or services available on other websites or software.
2. The inclusion of Links in the Website is not an endorsement, authorization, sponsorship, affiliation or any other connection between the Company and those websites, software or their operators.
3. The Company has not reviewed any or all of such Links and is not responsible for any of the content of the websites or software referred thereby. The Company cautions You to ensure that You understand the risks involved in using such websites or software before retrieving, using, relying upon or purchasing anything via these websites or software. Under no circumstances will You hold the Company liable for any loss or damage caused by use of or reliance on any content, goods or services available on other websites or software.
Miscellaneous
1. The Company may, at its sole discretion, amend, modify, or discontinue, from time to time, any of the Services and/or introduce new Services. The Company shall not be liable for any loss suffered by You resulting from any such changes made and You shall have no claims against the Company in such regard.
2. The Company may modify these Terms from time to time. When the Company does, it will provide notice to You by publishing the most current version and revising the date at the top of this page and any modifications shall be effective immediately upon such publication. By continuing to use the Website after any changes come into effect, You are deemed to agree to the revised Terms.
3. You agree that transmission of information to or from the Website does not create between You and the Company any relationship that deviates from those specified in this Terms.
4. These Terms, the Privacy Policy and the Broker Agreement, as amended from time to time, constitute the only valid agreements between the Company and the User, and no representation, promise, consent or undertaking, whether written or oral, that is not included in the Terms, the Privacy Policy or the Broker Agreement will be binding upon the parties.
5. These Terms and the relationship between You and the Company shall be governed by, and construed and interpreted in accordance with, the laws of Israel, and You irrevocably submit to the exclusive jurisdiction of the competent courts of Israel with respect to any dispute regarding the validity, breach, interpretation, performance or otherwise arising out of or in connection with these Terms and the relationship between You and the Company.
6. No failure or delay on our part in exercising any right, power or remedy thereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy.
7. If any provision of these Terms is held by a court of competent jurisdiction to be unenforceable under applicable law, then such provision shall be excluded from these Terms and the remainder of these Terms shall be interpreted as if such provision was so excluded and shall be enforceable in accordance with its terms; provided, however, that in such event these Terms shall be interpreted so as to give effect, to the greatest extent consistent with and permitted by applicable law, to the meaning and intention of the excluded provision as determined by such court of competent jurisdiction.
8. The Company may transfer or assign any and all of its rights and obligations hereunder to any third party; without derogating from the above, the Website and/or any of the Services may be operated by third parties. You may not transfer, assign or pledge in any manner whatsoever any of Your rights or obligations under these Terms.