- Welcome to the website of ISOB – The Israeli Start-up & High Growth Opportunities Platform Board Ltd., Israeli company number: 51-5079697 which its address is: 17 Haarba'a St. Tel Aviv, operating this site URL: www.isob.co.il (the "Site" or the "Website" or "ISOB Site").
- ISOB (as hereinafter defined) operates, through the Site, an Internet platform intended to facilitate interaction between visitors to the Site ("users"). The Site's users are: (a) start-ups, ventures and private companies seeking to raise funds for their activity ("Ventures"); (b) investors considering investing in ventures, who comply with one or more of the definitions in the First Schedule of the Securities Law, 5728-1968 ("Accredited Investors"); (c) business and administrative mentors for ventures ("Mentors"); (d) experts and consultants providing professional consulting services ("Professional Consultants"); (e) owners of securities and rights in ventures who are interested in Execution of transactions in their interest ("Sellers"); or (f) anyone interested in collaborating with any of the above ("Business Partners").
- Users who have registered for the site are hereinafter referred to as "registered users."
- The information displayed on the Site about ventures seeking to raise funds through a securities offering is intended for Accredited Investors only. Any such securities offering must be done in accordance with the provisions of the exemption from the obligation to publish a prospectus pursuant to Section 15A(a)(7) of the Israeli Securities Law, 5728(1968) (the "Securities Law"). Registration to the site as an investor requires your declaration that you are an Accredited Investor. Any user registering on the site as an investor hereby declares that he/she complies with the definition of an Accredited Investor.
- The Site may be used by persons over the age of 18. Any user below the age of 18 is requested to discontinue all use of the Site.
- The Site provides a platform for displaying content relating to the different users and communication between the site and Users.
The Site is not intended for and has no mechanism enabling the execution of transactions involving investments by Accredited Investors in Ventures, securities transactions between sellers and Accredited Investors and other business or professional advisory services transactions. Accordingly, no such transaction may be executed through the Site.
- ISOB allows certain registered users to display on the Site content about them. Such content is displayed on the Site as it was provided by the registered users to ISOB and is on their sole responsibility. Furthermore, registered users undertake and declare, after due diligence, that the content posted about them, or on their behalf, on the Site and available to users who have not declared that they are Accredited Investors, does not constitute an "offer to the public" as defined in the Securities Law.
- The content displayed on the Site about, and in connection with, registered users is as provided to ISOB by the registered users and/or by third parties on their behalf. The registered users undertakes towards ISOB and all other users that the content provided by them or on their behalf, is true and accurate. ISOB may, for its own considerations, examine the content and take steps to verify its reliability and completeness. However, the inclusion of the content on the Site does not constitute confirmation that the content actually was examined by ISOB, and such an examination, to the extent that it was made, shall not impose on ISOB any responsibility or liability for any or all of the content.
- The content displayed on the Site shall not be regarded as a representation provided by ISOB. ISOB does not necessarily do any due diligence on the content provided to it by the users, and it does not guarantee or express an opinion on the reliability, truth or completeness of such content. ISOB encourages and recommends all users, including Accredited Investors, to do due diligence of their own on the content appearing on the Site and to request additional information which in their opinion may be relevant for them before taking any action, decision or commitment.
- In any transaction between users of the Site, each user declares that he is entering into the transaction based solely on his decision and judgment, after he examined independently (whether on his own or through a professional) the aspects and implications of the transaction and of the engagement, including its specific risks and viability, and ISOB did not solicit or advise him in any way, including through the content of the Site.
By entering into transactions with each other, each user of the Site declares and confirms that he possessed all the information needed by him to reach a decision on the transaction, and that such information was exhaustive and comprehensive and it was carefully and thoroughly examined to his satisfaction by someone on his behalf.
- All users are obligated to update their details and to report to ISOB any change in their details and in the representations they provided to ISOB and which isob is providing to others, whether through the Site or in another manner. They must also verify that no detail displayed about them on the site and no other material held by ISOB, including materials it provided to other users and/or third parties, is partial, misleading or inaccurate. ISOB is not and shall not be responsible for changes in content on users that does not appear and/or is not updated on the Site for any reason, and the parties must verify the truth of the content posted and/or provided by the user and/or on which they relied as of the date on which they entered into a transaction with each other. ISOB does not guarantee that the content appearing on the Site is true and accurate. Furthermore, all the users of the Site should take into account the possibility of occurrence of changes that could affect the situation of other users of the Site, such as market conditions, regulatory changes, new studies and findings as well as developments and changes in the users, which could affect the viability of a certain transaction, including an investment in a venture, regarding which information might not appear on the Site.
- ISOB does not advise users of the Site in any way regarding the viability of any transaction, including any capital raising, investment, purchase or sale. Its activity through the Site may not be regarded as soliciting any of the users of the Site to enter into a contract and/or transaction with each other and/or as a recommendation or opinion regarding the viability of any transaction, including any investment in or purchase or sale of securities. It is emphasized that although ISOB reserves the right to carry out independent examinations on a scope and in a manner as it deems fit, which could differ from time to time, in order to determine which Ventures, Accredited Investors and Sellers will be included on the Site, their inclusion on the Site may not be regarded as an opinion of ISOB about them and/or as confirmation of the truth, quality or authenticity of their representations, including the viability of investing in the ventures.
- It is clarified that ISOB operates the Site as an Internet platform intended to facilitate interaction between Ventures, Accredited Investors, Mentors, professional consultants, Business PartnersandSellers, and except if indicated otherwise, It does not represent any of the Site's users and does not provide advice on any subject, including investment advice within the meaning of that term in the Investment Advice, Investment Marketing and Investment Portfolio Management Law, 5755-1995, and it does not hold a license for investment advice, investment marketing or portfolio management. Nothing stated in this Site should be regarded as a recommendation to perform investments and/or as investment advice and/or investment marketing and/or advice of any kind whatsoever. The displayed content in the site is for information only and is not a substitute for a personal advice that takes into account the specific information, situation and needs of each person. Anyone using the content of this Site does so on his own will and on his sole responsibility. ISOB may be a party and/or investor and/or it may hold securities and/or assets and/or rights in some of the ventures displayed on the Site, and it may also be an officer or maintain any other position in such venture, or a service provider in any or all of them.
- Any activity of investment, purchase or sale of securities requires knowledge and experience in various areas, such as: economics, law, accountancy, taxes, property, technology, science and the like. It is clarified that the content displayed on the Site regarding registered users was provided to ISOB by those parties on their responsibility and is not provided by ISOB or the responsibility of ISOB. The content displayed on the Site does not constitute investment or accounting or legal advice or any other advice or the giving of an opinion of any kind or the giving of an economic or accounting evaluation, an appraisal, a feasibility assessment or any other indication of the viability of any investment. ISOB recommends to users and encourages them to carefully examine the content provided to them regarding registered users and to apply to professionals to examine this content and to determine its completeness and truth and the viability of entering into a transaction with registered users based on the provided content.
- Any investment in securities, including securities of private companies, and especially securities of startups and high growth companies at the start of their way, is characterized by a high level of risk and uncertainty, and low chances of liquidity. The user hereby declares that he is aware of the risk inherent in investing in these companies. Reliance on content of the Site is not a substitute for a careful examination by the users of the level of risk inherent in an investment in any venture appearing on the Site. ISOB does not carry out any due diligence process on the users of the Site and on the investment opportunities, thus there are risk factors that are not presented on the Site. ISOB does not guarantee that the profit or outcome expectations of the users of the Site will be realized, it is not responsible in any way for ensuring that the users of the Site will derive such profit, and nothing on the Site or in ISOB's conduct should be regarded as a representation regarding the return that can be expected from an investment or sale originating from the Site. It is emphasized that ISOB is not responsible for the realization or non-realization of risks that were or were not known at any stage before or after the investment. The user of the Site declares and confirms that he does not and shall not have any complaints, claims or demands against ISOB regarding the results of participation in activities of capital raising, investments, purchase or sale or other business transactions in which he took part.
- As part of the process of entering into transactions of investment, or sale of securities or any other transaction, ISOB may suggest processes and/or enable users to use forms, structured tables and/or draft agreements (such as drafts of partnership agreements, drafts of investment agreements, drafts of shareholder agreements, company articles and the like), for the purpose of facilitating the examination of and entry into such transactions ("Draft Transaction Documents"). Such publication and/or facilitation of the drafts at the disposal of the users and/or the use of the draft transaction documents does not constitute any legal advice or any other kind of advice regarding the transaction to any of the users. The users must examine the suitability of the draft transaction documents for their needs and purposes, to their satisfaction and in their best interests, and they are strongly advised to submit them for external professional review on their behalf. The users undertake not to use the draft transaction documents and not to sign any such agreement, undertaking and/or contract without first examining and agreeing to their contents and verifying that they are satisfaying and in accordance with their interests.
- As a pioneer in its field, ISOB may provide a service of bridging the gap (as agreed), between the targeted fundraising amount and the actual amounts committed by the Investors in the fundraising for the Venture. A company wishing to raise capital must state the predetermined minimum amount it intends to raise (the "Fundraising Target") and the minimum amount to be raised from the investors (lower than the Fundraising Target) which, when reached will activate the ISOB underwriting commitment (the "ISOB underwriting threshold"). If the total capital raising commitments are lower than the "Fundraising Target", then the startup’s capital raising will be canceled and any amount already paid will be returned to the investors. If the total capital raising commitments from investors are higher than the "underwriting threshold", then the ISOB underwriting commitment will be activated and ISOB will invest the difference (as agreed) between the Fundraising Target and the total capital raising commitments from the investors and the startup’s capital raising will be declared completed ("the ISOB Underwriting").
The user is aware that although ISOB may hold securities in the ventures, whether due to underwriting or any other reason, this should not be regarded as providing advice or the expression of an opinion regarding the venture or any representation or advice on the part of ISOB regarding the viability of the holding of and/or investment in the securities and/or their sale and/or the raising of capital for the venture.
- In order to use the Site, the user must register for the Site and open a user account with a personal entry code, by completing a special registration form. The user undertakes that the details and information entered by him into the form and/or provided by him to ISOB and/or provided by him for display on the ISOB site and/or displayed by him on the ISOB site are his personal details and/or information relating to him or to the venture or to the collaboration sought by him, and they are true and complete and he is authorized to provide them. A registered user is required to update his personal details whenever any change occurs in the details he entered in the registration form. Providing false or incomplete user details may result in the prevention of and/or a disruption in communication between the Site and/or ISOB and him or between any of the other users and him.
- ISOB is entitled to the following consideration for its services: (a) Application fees of NIS 500, to be collected from the ventures when they are first registered on the Site for the initial handling of the application. (b) Commissions from the amount actually raised by the venture from the users of the Site at a rate to be agreed upon in advance between the venture and ISOB.(c) Any other amount or fees including granting warrants, or shares of the venture in terms as agreed upon in advance between the Venture and ISOB. Without derogating from the foregoing, registration to the Site as a Accredited Investor, mentor, seller, professional adviser and business partner shall be done without any consideration.
- In addition, the Venture should engage with professional advisers for the preparation of presentations and documents regarding the fundraising at the expense of the Venture .
- The user's account is a private account intended for the use of the registered user who entered his details and caused it to be opened. It is prohibited to transfer the user's account and/or details to any other person, and it is prohibited to allow any person other than the registered user to use the user account in any way, including directly or indirectly, or alternatively to execute activities in the user account for a person other than the registered user to whom the user account belongs. A registered user must make every effort to keep fully confidential the details of his account and he must verify that no activities are being executed in the user account by anyone other than himself. In addition, a user and a registered user may not use a user account that does not belong to them. For the avoidance of doubt, it is clarified that any activity that was executed in a user account shall bind the owner of the account. Without derogating from the foregoing, ISOB reserves the right not to honor a transaction that was executed in a user account, inter alia if such transaction was executed by a person other than the Registered User.
- A user who is registered on the Site confirms and agrees that the mode of communication between the Site or ISOB and him shall be through the email address he entered in the stages of registration to the Site and opening of his personal account, or through another email address subsequently provided by him by altering his contact details on the Site.
- ISOB is not and shall not be liable for any damage, whether direct or indirect, including pecuniary or non-pecuniary damage, damage to reputation or goodwill, punitive damages and the like, caused to any of the users of the Site due to the use of the Site, including but not only due to the investment, sale and/or purchase of securities, non-realization of investment expectations or loss or loss of alternative investment opportunities, and/or due to contracts with mentors and/or business partners and/or professional consultants.
- ISOB shall make reasonable efforts so that the Site functions in a manner that serves the best interests of the users of the Site. However, ISOB shall not be liable for any direct or indirect damage caused to users of the Site due to failures or disruptions in the use of the Site for any reason, including those originating, inter alia, in a delay and/or malfunctions and/or interruptions (whether initiated or not) and/or maintenance works on the Site. ISOB shall not be liable for any omission, deletion, loss, disruption, malfunction, communication problems, damage to information systems and computer files, viruses or theft of information contained or stored in the servers used by it, be it information provided by ISOB or information provided by users. ISOB shall not be liable for any such damage originating from third parties, including due to failure to guard and secure the information.
- Wherever allowed by law, and without contradicting, prejudicing or derogating from the foregoing, the user confirms and agrees that the maximum liability imposed on ISOB towards him shall not exceed the lower of (1) the amount of the payment made by him to ISOB for the services that were provided to him;(2) a sum of five hundred New Israeli Shekels (NIS 500).
- The user of the Site undertakes not to operate or use automatic systems, which include inter alia "robots," "spiders" and "offline readers". The user of the Site undertakes not to gather from the Site personal information including inter alia names, addresses, telephone numbers and email addresses.
- A site user agrees not to upload and not act to upload content and publications which violate any law and / or damage any legitimate right of any third party, including, among other things, defamation stated in the Defamation Act Law, - 1965 violation of any intellectual property rights of any third party, including copyright and / or services and / or moral rights and / or trade secrets and / or trademarks and / or knowledge and / or patents and / or samples, etc., in Israel and anywhere in the world, a content which invades privacy, as stated in the Protection of Privacy Law - 1981, constitutes an act of fraud or fraudulent, illegal use of inside information and / or securities fraud as defined in the Securities Law - 1968, constitutes a breach of any agreement or liability to any third party, publishing information that its discovery was stopped by the competent authority, the publication of false or misleading information or missing or inaccurate, posting abusive, harassing, threatening, inflammatory, pornographic, harmful, violates the privacy, inappropriate, or encourages violation of any laws, creates a risk to safety or health of any person and / or a risk to public safety, to obstruct the investigation or trial, the publication of state secrets, is impersonating another person, offering business opportunities of any kind other than as part of the permitted activity on the site, offers to buy or sell assets of any kind other than as part of the permitted activity on the Site, chain letters, proposals relating to pyramid schemes, promotional, advertising, marketing, fundraising or information in connection with the website, that is contains viruses or codes or files or programs that are designed to disrupt or interfere with the proper functioning of all information systems or other software or allow unauthorized entry information systems and any software or file, etc. ("offensive content").
- ISOB has sole discretion whether to modify or remove any content presented on the site, including offensive content or content that suspected as offensive, but not only. ISOB shall not be held liable towards users who were exposed to offensive content or other content uploaded by other users whether ISOB acted in order to change or remove such content, and whether ISOB actually changed them, or not.
- The information displayed on the Site to users who have not declared that they are accredited investors shall not constitute an "offer to the public" within the meaning of the Securities Law, 5728-1968, and in any event, the final terms of any investment in a venture shall be determined in a manner and procedure that will be conducted between the group of offerees, as hereinafter defined, and the capital raising venture.
- The first oferees, who ask to join such a specific investment, and transfer the required Investment funds, in an accumulated amount equal or beyond the Fundraising Target as set by the Venture, in accordance with ISOB's instructions will be the group of offerees from which the investors in a certain venture will be chosen ("Investors in a Certain Venture"). The procedure of choosing the group of such "Investors in a Certain Venture" will be in line with the sequence they have transferred their investment as above mentioned. In the event that the Fundraising Target, falls short from the amount of funds, which the Investors in a Certain Venture committed to invest, the Investors will be chosen in accordance with the sequence they transferred the funds. It is clarified that the number of offerees chosen and approved as Investors in a Certain Venture may possibly be lower than the total number of offerees who requested to participate in such investment.
- The Venture will take all necessary procedures, and has all rights to act, in order to satisfy itself that the offeree is an Accredited Investor prior to any sale of the securities to the offeree and the offeree has to provide the Venture the verification it required to satisfy itself. The Venture can take all measures it may see fits ,at its sole discretion , to satisfy itself that each offeree in the group of offerees is an Accredited Investor as defined above, inter alia, but without derogating from the generality of the foregoing, by receiving a written certification of a Certified Public Accountant (c.p.a), lawyer or, in the appropriate circumstances, another external party whose certification the Venture has reason to believe may be relied upon, as of a date no earlier than three months before the date of sale of the offered securities, confirming that such party took reasonable measures (apart from the offeree's declaration) to verify that the offeree meets the definition of an Accredited Investor, wholly or partly, and such confirmation provider also provides evidence of the means he took and examinations he conducted in order to verify such offeree is an Accredited Investor and/or by way of an independent examination of the offeree's compliance with the definition of an accredited investor, wholly or partly, relying on external evidence and information presented by the offeree to the Venture, and/or by accepting a certification from the offeree's stock exchange member , confirming that the offeree meets the definition of an Accredited Investor, wholly or partly, and/or by accepting a printout of a bank statement showing that the offeree satisfies the definition of an Accredited Investor, wholly or party, and/or by receiving an explanation from the offeree, supported by external evidence proving the existence of characteristics of the offeree based on which he can be regarded as complying with the terms of the definition of an Accredited Investor, wholly or partly ("offeree authentication process"). The offeree authentication process shall be carried out prior to any sale of the securities to the offerees.
- Without derogating from the above mentioned responsibility of the Venture, ISOB May for its own consideration, and at its sole discretion, take all measures it may see fits,at its sole discretion , to satisfy itself that each offeree in the group of offerees is an Accredited Investor as defined above, inter alia, but without derogating from the generality of the foregoing, by receiving a written certification of a Certified Public Accountant (c.p.a), lawyer or, in the appropriate circumstances, another external party whose certification ISOB has reason to believe may be relied upon, as of a date no earlier than three months before the date of sale of the offered securities, confirming that that party took reasonable measures (apart from the offeree's declaration) to verify that the offeree meets the definition of an Accredited Investor, wholly or partly, and such confirmation provider also provides evidence of the means he took and examinations he conducted in order to verify such offeree is an Accredited Investor and/or by way of an independent examination of the offeree's compliance with the definition of an accredited investor, wholly or partly, relying on external evidence and information presented by the offeree to ISOB, and/or by accepting a certification from the offeree's stock exchange member , confirming that the offeree meets the definition of an Accredited Investor, wholly or partly, and/or by accepting a printout of a bank statement showing that the offeree satisfies the definition of an Accredited Investor, wholly or party, and/or by receiving an explanation from the offeree, supported by external evidence proving the existence of characteristics of the offeree based on which he can be regarded as complying with the terms of the definition of an Accredited Investor, wholly or partly ("offeree authentication process"). The offeree authentication process shall be carried out prior to any sale of the securities to the offerees.
- It should be noted that from the date of completion of the specific transaction, as defined in the specific contracts underlying such specific transaction, between users of the site, including a deal between an offeree and a venture, or selling and buying rights in a company, such transaction cannot be cancelled, unless in accordance with the contract under which the transaction was made and / or in accordance with any entitlement of the parties under the law. No closing of a user account releases the user from contracts which he signed as a result of his use of the website.
- However, it is clarified that the content published by third parties, including by means of publications, links, articles or any other way, are not necessarily monitored by ISOB (although it has a right to do so) and in any case ISOB shall not be liable towards users who were exposed to offensive content or other content uploaded by third parties which caused damage, even if ISOB acted in order to change or remove such content, or if ISOB actually changed them, or not.
- The only jurisdiction where any disagreement arising between ISOB and the users of the Site and/or third parties, arising from the Site will litigate shall be the Tel Aviv District courts, and the terms and use of the Site shall be subject to the Israeli law.
- Version – DEC-21-2014
This shall not be regarded as underwriting within the meaning of the Securities Law, 5728-1968.