TERMS & CONDITIONSRecently updated February 11, 2021

These Terms of Use (these “Terms”) govern your relationship with us, Liquidity Capital M.C. Ltd. (and its subsidiaries) (“Liquidity”, “we”, “us” or “our”) and set forth the terms and conditions under which we make our website (“Site”) available and/or the services available through the Site, including our proprietary scoring software ("Software") or services otherwise provided by us (collectively, the “Services”), to each person (the “User” or “you”) accessing or using the Site or the Services. By using the Site and/or the Services, you agree to be bound by these Terms as may be amended from time to time. Please read these Terms carefully and visit this page regularly for updates and changes. If you do not agree to be bound by these Terms, you should discontinue using the Site and/or the Services. As long as you do not cease using the Site or any of the Services, you will be conclusively deemed to have accepted these Terms. In addition, you may be subject to additional terms or agreements entered into with us, as applicable to you. For information on how we collect, use and share personal data, please see our Privacy Policy. Our privacy policy is an integral part of these Terms. You may not use the Site or the Services if you disagree with any of the provisions included in the Privacy Policy.

1. OUR SERVICES 
1.1 Our Site is intended to present an overview of Liquidity, its Services or any other information or news related therewith. Our Site also contains links to our Software console, and contains information on partners who work with us, including venture capital funds, investment entities ("Funds") and companies. 

1.2 The Software provides scoring of companies' financial parameters ("Scoring"), based on financial data provided by the company, such as invoices, reports, budgets and forecasts, as well as through APIs to the company's billing systems and credit provider/bank accounts ("Company Data"). The Software provides the companies with a dashboard based on the Company Data (“Score Card”). In addition, based on the Company Data and certain Funds' portfolios, the Software provides a match score between the company and such Funds ("Match Score"). Any company registering to the Site is solely responsible for the accuracy, completeness and sufficiency of the Company Data. By completing the registration process, a company represents that any and all Company Data shared with us is accurate, up to date, and truthful, and that the company has all required rights and authorizations to share such Company Data with us and with third parties through the Site. The company undertakes to complete, correct or update any inaccurate, incomplete or out of date data provided to us, as soon as practicable following discovery that the data is inaccurate, incomplete or out of date. 

1.3 In addition, any company completing the registration process warrants that its Company Data shall not include any information which identifies or may with reasonable effort be used to identify a natural person ("Personal Data"). Without derogating from the generality of the above, the company undertakes that in case it shares any Personal Data with us or through the Site, it has all requisite rights to process and share such Personal Data, and that sharing such Personal Data will not infringe any rights, including any privacy rights, of any third parties, including any data subjects identified by such Personal Data.  

THE SCORING AND ANY OTHER INFORMATION MADE AVAILABLE THROUGH THE SITE DO NOT CONSTITUTE A RECOMMENDATION BY LIQUIDITY TO INVEST IN ANY PARTICULAR COMPANY, NOR AN ENDORSEMENT OR VALIDATION BY LIQUIDITY, THEY DO NOT CONSTITUTE OR PURPORT TO CONSTITUTE INVESTMENT ADVICE, OR PROFESSIONAL, BUSINESS OR LEGAL ADVICE OR CONSULTATION AND DO NOT SUBSTITUTE INDEPENDENT EVALUATION OF THE RISKS ASSOCIATED WITH INVESTING IN THE COMPANY BY THE FUND. ANY DECISION TO INVEST IN A COMPANY SHOULD TAKE UNDER CONSIDERATION NUMEROUS ADDITIONAL FACTORS RELATED TO THE SPECIFIC CIRCUMSTANCES OF THE COMPANY AND THE FUND, IN ACCORDANCE WITH THE PARTIES' DISCRETION AND PROFESSIONAL COUNSEL. THE SCORING AND ANY OTHER INFORMATION MADE AVAILABLE THROUGH THE SITE ARE PROVIDED FOR THE SOLE PURPOSE OF AFFORDING THE RECIPIENTS WITH BACKGROUND INFORMATION ABOUT THE SCORED COMPANY'S BUSINESS AND FINANCIAL STATUS. NEITHER THE SCORING NOR ANY OTHER INFORMATION MADE AVAILABLE THROUGH THE SITE, CONSTITUTE OR PURPORT TO CONSTITUTE AN OFFER, INVITATION OR RECOMMENDATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITY AND NEITHER THE SCORING NOR ANYTHING CONTAINED IN OUR SITE OR OTHERWISE PROVIDED BY US FORMS THE BASIS OF ANY CONTRACT OR COMMITMENT. NEITHER SCORING NOR ANY OTHER INFORMATION MADE AVAILABLE THROUGH THE SITE, PURPORT TO BE ALL-INCLUSIVE OR TO CONTAIN ALL THE INFORMATION THAT A PROSPECTIVE INVESTOR MAY DESIRE IN INVESTIGATING AN INVESTMENT IN A SCORED COMPANY. NEITHER THE SCORING NOR ANY OTHER INFORMATION MADE AVAILABLE THROUGH THE SITE PURPORT TO SUMMARIZE ALL OF THE CONDITIONS, RISKS, AND OTHER ATTRIBUTES OF AN INVESTMENT IN A SCORED COMPANY AND IS QUALIFIED IN ITS ENTIRETY BY THE INFORMATION TO BE MADE AVAILABLE BY THE COMPANY.      

1.4 Subject to these Terms, companies may register on the Site to the Software console, and undergo an onboarding process, which includes the provision of information regarding the company, upload of financial data, and provision of authorizations to the company's bank accounts/ billing system for ongoing monitoring.  Following successful onboarding, the company's data will be analyzed and the company will be granted with a Score Card, with Matching Scoring regarding certain Funds  and with access to the company's dashboard on the Software console. 

1.5 Liquidity is an analytical tool which enables Users to assess companies based on the Users’ unique needs.   

1.6 Companies may choose to share the ScoreCard and the Match Score with Funds. We may also offer a company to share its Scoring, (including any information which the Scoring based) with Funds who partner with us ("Disclosed Information"), subject to the company's consent. If a company elects to share its scoring or any other information with a Fund or any other third party, whether independently or through the Site, it is fully and solely responsible for any consequences and ramifications of such sharing, including any detrimental effects on the company's reputation or business, such as loss of business or investment opportunities. For the avoidance of doubt, Liquidity shall not be responsible or liable for any acts or omissions done by the Fund in relation to the Disclosed Information. 

1.7 Reliance on any information appearing on the Site, whether provided by Liquidity, our content providers or others, is done solely at your own risk. While we have endeavored to ensure that all data available on our Site or otherwise provided in the context of the Services is accurate, no representation, express or implied, is made as to the accuracy, completeness or correctness of information contained in the Site or Services, including any Scoring, including the accuracy, likelihood of achievement or reasonableness of any forecasts, prospects, returns or statements in relation to future matters contained in the Site or Services (“Forward Looking Statements”). Such Forward Looking Statements are by their nature subject to significant uncertainties and contingencies and are based upon several estimates and assumptions that are subject to change (and in many cases are outside our control).

1.8 By receiving a Scoring or any other information made available to the Fund through the Site, a Fund agrees to the disclaimers and limitations included herein in relation to the Scoring and such other information and to Liquidity's liability in connection therewith. Without limiting the generality of the forgoing, any Fund which receives a Scoring acknowledges that the Scoring does not constitute a recommendation by Liquidity to invest in the scored company, the Scoring is provided for the sole purpose of affording the Fund with background information about the scored company and does not constitute an offer, invitation, or recommendation to subscribe for or purchase any security. 

1.9 The Fund further explicitly agrees that reliance on the Scoring or any other information provided in the context of the Services is done at the Fund's sole risk. The company will maintain the access authorization to the Software in strict confidence, shall not share such authorization with any third party and with any employee of the company unless such employee has a "need to know" such authorizations, and is bound by customary confidentiality obligations, and will not allow or enable any third party to access the Software console using such authorization. Liquidity may suspend or terminate any access authorizations to the Software console, at any time, in its sole discretion.

1.10 Funds who partner with us may be provided with information on various companies. In any case no provision of such data, in whatever format, shall be regarded as a recommendation or endorsement by Liquidity, or as a proposition to purchase equity in any such company. 

1.11 Some of our Services are currently offered free of charge. We retain the right to change our billing policies at any time, and to charge fees or other payments in relation to our Services. In addition, in the event you have entered into a separate agreement with us, for example our Standard License Agreement, you will be subject to the payment terms and conditions contained therein. 

2 Intellectual Property Rights 
2.1
Certain content and information provided on and through the Site and/or the Services, including, without limitation, any of our logos, trademarks, graphics, designs, information, texts, images, software, data and other material displayed, available or present on the Site and/or Services (the “Content”), are the copyrighted and/or trademarked work of Liquidity and/or its affiliates and/or licensors.

2.2 Liquidity retains all rights, including any intellectual property rights, in the Content. Except as expressly permitted in these Terms, you have no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Content in any manner.

2.3 Liquidity is, and shall remain at all times, the sole and exclusive owner of any and all rights, interests and title in the Site and the Software, its code, and any underlying intellectual property rights and know-how associated therewith or with any part thereto, including without limitation any and all trademarks, trade names, copyrights, patents and other intellectual property rights used or embodied in or in connection therewith. Nothing in these Terms shall prohibit Liquidity in any manner from using, developing, marketing, licensing, or otherwise disposing of the Software, or concepts, software or code embodied therein anywhere in the world; nor shall anything herein be construed to grant to the User any rights in or to any present or future products of the Liquidity, whether or not similar to the Software. 

2.4 All Company Data uploaded by a company to the Software console shall be owned by the company.

2.5 Any company which uploads Company Data to the Site or otherwise shares data with us, thereby grants Liquidity, a world-wide, irrevocable, non-exclusive, royalty-free, sub-licensable and transferable right to use, process and analyze the Company Data, for the purpose of providing the Services to the company and to Liquidity's partners, including Funds, and for Liquidity's internal business purposes, including to develop, improve and enhance the Software, such as in the context of machine learning and development to algorithms. 

2.6 The User agrees that Liquidity may processes the Company Data, together with additional public data regarding the user available in third party data sources (such as social networks, search engines, included the Company's website, Pitchbook, Owler, and LinkedIn) for the sole purpose of providing the Services.

3 Restricted Uses
3.1
Modify the Site and/or Services, or decompile, reverse-engineer, disassemble, or otherwise attempt, directly or indirectly, to disrupt the Site and/or Services, servers or networks connected to the Site or the Services, deny service to, hack, crack, reverse engineer, or otherwise interfere with the Site and/or the Services in any manner, or disobey any requirements, procedures, policies, or regulations of networks connected to the Site or the Services;

3.2 Sell, distribute, copy, duplicate, or otherwise reproduce all or any part of the Site and/or Services; 

3.3 Attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Site, Services, technology or any software thereto;

3.4 Create a database by systematically downloading and storing all or any content from the Site or the Services; 

3.5 Use the Site and/or Services for any illegal, immoral or unauthorized purpose, encourage criminal behavior or conduct that would constitute a criminal offense under any law, or could give rise to civil liability or other lawsuit;

3.6 Use the Site and/or Services in a manner which infringes another person's rights in any way, including privacy rights, any manner which is harassing, or otherwise offensive; and 

3.7 Use the Site and/or Services in a way that infringes or violates these Terms.

4 Indemnity; Disclaimer of Warranties
4.1 Each User agrees to indemnify, release and hold Liquidity harmless from any liability, claims, actions, loss, harm, damage, injury, cost or expense arising out of any use of the Services or from the data the user uploads to the Software console.

4.2 YOU ACKNOWLEDGE AND AGREE THAT THE SITE, THE SOFTWARE, THE SCORING AND THE SERVICES AND ANY OF THEIR CONTENT AND FEATURES, ARE PROVIDED “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS”, ARE USED ONLY AT YOUR OWN RISK, TO THE FULLEST EXTENT PERMISSIBLE BY LAW AND LIQUIDITY MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, WHETHER EXPRESSED OR IMPLIED, REGARDING THE SITE AND THE SERVICES BEING ERROR FREE, UNINTERRUPTED, ITS MERCHANTABILITY, TITLE OR FITNESS TO A PARTICULAR PURPOSE, NON-INFRINGEMENT, RESULTS, ACCURACY, COMPLETENESS, ACCESSIBILITY, COMPATIBILITY, SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, QUALITY, AND LACK OF VIRUSES, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND REGARDLESS OF ANY KNOWLEDGE OF USER’S PARTICULAR NEEDS.

4.3 TO THE FULL EXTENT PERMITTED BY LAW, LIQUIDITY SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN USE OF THE INTERNET OR ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS NOT CONTROLLED BY LIQUIDITY. USER ASSUMES ALL RISKS AND RESPONSIBILITIES FOR SELECTION OF THE SITE AND THE SERVICES TO ACHIEVE ITS INTENDED OR EXPECTED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE SITE AND THE SERVICES. WITHOUT DEROGATING FROM THE GENERALITY OF THE ABOVE, LIQUIDITY SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM FAILURE TO DOWNLOAD, INSTALL OR RUN UPDATES TO THE SOFTWARE WHEN DUE.

4.4 FURTHERMORE, LIQUIDITY ASSUMES NO RESPONSIBILITY OR LIABILITY FOR: (I) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SITE AND THE SERVICES AND/OR ANY AND ALL CONTENT STORED THEREIN; (II) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE AND THE SERVICES; (III) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE AND THE SERVICES THROUGH THE ACTIONS OF ANY THIRD PARTY; AND/OR (IV) ANY LOSS OF USER DATA FROM THE SITE AND THE SERVICES; AND/OR (V) THE USE OR RELIANCE ON THE SITE AND THE SERVICES OR ANY RESULTS OR INSIGTS GENERATED BY THE SITE AND THE SERVICES; AND/OR (VI) ANY ACT OR OMISSION (INCLUDING, BUT NOT LIMITED TO, ANY ACT OF NEGLIGENCE  OR A BREACH OF THESE TERMS  OR ANY CONFIDENTIALITY OBLIGATION) BY THE FUND.

4.5 LIQUIDITY DOES NOT OPERATE AS AN ACCOUNTANT, FINANCIAL OR INVESTMENT PLANNER OR ADVISOR. FURTHER, LIQUIDITY DOES NOT PROVIDE FINANCIAL, BUSINESS, ACCOUNTING, SECURITIES, TAX OR LEGAL ADVICE AND DOES NOT PROVIDE ANY INVESTMENT RECOMMENDATIONS OR ENDORSEMENT OF ANY KIND. USE OF THE SERVICES IS AT USER’S SOLE DISCRETION AND RISK. LIQUIDITY IS NOT REGISTERED, AND DOES NOT INTEND TO REGISTER, AS AN INVESTMENT ADVISER, INVESTMENT COMPANY, BROKER DEALER OR ANY OTHER SIMILAR REGISTRATIONS IN ANY JURISDICTION WHICH IS OR MAY BE APPLICABLE TO LIQUIDITY AND/OR ANY OF THE FUNDS OR COMPANIES (EXAMPLES FOR SUCH RULES INCLUDE THE ISRAELI REGULATION OF INVESTMENT ADVICE, INVESTMENT MARKETING AND INVESTMENT PORTFOLIO MANAGEMENT LAW, 5755-1995 (THE “INVESTMENT LAW”), THE U.S. EXCHANGE ACT OR WITH THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. (THE “NASD”), THE U.S. INVESTMENT COMPANY ACT OF 1940, OR THE U.S. INVESTMENT ADVISERS ACT OF 1940). CONSEQUENTLY LIQUIDITY IS NOT SUBJECT TO, AND DOES NOT NECESSARILY CARRY ANY RECORDKEEPING, INSURANCE REQUIREMENTS OR ANY OTHER SPECIFIC BUSINESS PRACTICE PROVISIONS REQUIRED THEREUNDER AND THE FUNDS WILL NOT BE AFFORDED THE PROTECTIONS OF SAID RULES OR REGULATIONS. 

4.6 THE SOFTWARE IS UNDER DEVELOPMENT, AND MAY NOT PROVIDE ALL FEATURES AS COMPLETELY FUNCTIONAL OR AVAILABLE. LIQUIDITY SHALL NOT BE RESPONSIBLE OR LIABLE IN RELATION TO THE ABOVE.

4.7 Despite our efforts, the information contained in the Site may not be accurate, comprehensive, complete, updated or applicable in all respects at all times. We shall not be liable for any inaccuracies or omissions in the Site, and/or Services and any decisions you make based on information contained in this Site are your sole responsibility and made at your sole risk. 

5 Indemnity; Disclaimer of Warranties
5.1 The User assumes full, exclusive and sole responsibility for the use of and reliance on the Site, the Software, the Scoring or Services, and acknowledges that any use of or reliance on the above is made entirely at the User's own risk. 

5.2 LIQUIDITY'S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO ANY DISPUTE WITH LIQUIDITY IS TO DISCONTINUE YOUR USE OF THE SITE OR SERVICES. LIQUIDITY AND ITS AFFILIATES, OR THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, SUBCONTRACTORS, SERVICES PROVIDERS OR AGENTS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGE (EVEN IF SUCH DAMAGE COULD HAVE BEEN REASONABLY FORESEEN) ARISING FROM YOUR USE OF THE SITE AND/OR SERVICES. THESE EXCLUSIONS   FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES INCLUDE, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS OR OPPORTUNITIES, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF LIQUIDITY HAD BEEN ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UPON WHICH THE CLAIM IS BASED. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, LIQUIDITY'S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. USER ACKNOWLEDGES AND AGREES THAT WITHOUT THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LIABILITY, LIQUIDITY WOULD NOT BE ABLE TO OFFER THE SITE OR THE SERVICES.

5.3 Without derogating from the aforesaid, to the extent necessary under the applicable law, Liquidity’s entire aggregate liability arising from or relating to the Site or the Services or the subject matter hereof, under any legal theory (whether in contract, tort, indemnity or otherwise), shall not exceed the actual price paid by you for your use of the Site and Services or ten US dollars (US$10), whichever is less.

6 Fund Representations
6.1 Without limiting any other provision of these Terms, any Fund registering to the Site or that otherwise agrees to receive any Scoring or any other information regarding any companies, represents and warrants to Liquidity that the Fund meets any suitability standards imposed by the securities laws, investment advice laws and any other similar laws of the country, state or other jurisdiction which is or may be applicable to Liquidity, the Fund or the companies, and the Fund is eligible, under all laws, regulations and governmental orders applicable, to receive and accept the Services including the Scoring and any other information made available to the Fund through the Site.

6.2 Without limiting the generality of the above, the Fund represents and warrants that it is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act, a Qualified Investor for purposes of the Israeli Securities Law of 5728-1968, and a Qualified Client for the purposes of the Investment Law.

6.3 The Fund undertakes to provide Liquidity, at its request, with supporting documentation and information with respect to the aforesaid, to the extent that Liquidity shall request supporting documentation and information.

7 MISCELLANEOUS
7.1 Liquidity reserves the right at any time and from time to time, without being obligated to provide prior notice, to modify, suspend, or discontinue, temporarily or permanently, the Services or any part thereof, or User's access thereto, and to modify, suspend or terminate the Services or any part thereof, all at its sole discretion. You will have no claim, complaint or demand against Liquidity or against any related parties or affiliates of Liquidity, for applying such changes or for failures incidental to such changes.

7.2 Severability. If any provision of these Terms is held unenforceable, then such provision will be modified to reflect the parties’ intention. All remaining provisions of these Terms shall remain in full force and effect.

7.3 Assignment. User may not assign any of its rights or obligations under these Terms. Liquidity may assign these Terms at any time to any affiliate thereof and to the successor in interest in connection with an asset sale, merger, consolidation or other corporate reorganization.

7.4 Choice of Law. The Site, Services and these Terms and any dispute arising in connection therewith shall be exclusively governed by and construed in accordance with the laws of the State of Israel. You agree that all such disputes shall be brought exclusively in the applicable courts of Tel Aviv, Israel. 

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