TERMS & CONDITIONS

Recently updated September 2, 2021 

TERMS & CONDITIONS

These Terms and Conditions (the “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 platform,  which is an analytical tool that enables users to assess companies and provides ongoing monitoring to such  companies ("Platform") 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 by Liquidity, and shall supersede and replace all prior versions of the same. 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. If you accept these Terms on behalf  of any other person(s) or organization(s), then you represent to Liquidity that you are legally authorized to do  so, and “you” or “your” therefore also include those other person(s) or organization(s). If you do not agree to  these Terms, you are not authorized to use and you must cease using the Services, the Site and the Platform. 

You may access portions of the Site and any Service with a free account as a user, while access to certain other  portions of the Site and selected features of the Services is free, Liquidity may charge fees for features and  benefits associated with any Site or Services at any time. For this purpose, you may be subject to additional  terms or agreements, as applicable to you. If you enter into a separate agreement with Liquidity with respect to  any financing transaction (the “Master Agreement”), the terms under this Terms will be added to the terms of  the Master Agreement (to the extent applicable), and to the extent that the terms of the Master Agreement  conflict with the provisions of this Terms, the provisions of the Master Agreement shall prevail and override the  conflicting provisions of this Terms, unless stated expressly otherwise under the Master Agreement. 

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 and with the provisions of the Data Processing  Agreement set forth therein. 


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 Platform console, and contains information on  partners who work with us, including other investment entities, and companies. 

1.2. The Platform is an analytical tool that enables Liquidity to assess companies and provides ongoing  monitoring service with respect to such companies ("Scoring"). The Scoring is based on financial data  provided by Users, such as invoices, reports, budgets and forecasts, as well as through APIs to the  companies' billing systems, credit providers, and bank accounts ("Company Data"). Any User  registering to the Site is solely responsible for the accuracy, completeness and sufficiency of its Company Data. By completing the registration process, You represent that any and all Company Data  shared with us is accurate, up to date, and truthful, and that You have all required rights and  authorizations to share such Company Data with us and with third parties through the Site. You undertake 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. BY UPLOADING AND/OR DISCLOSING ANY COMPANY DATA, YOU (I) REPRESENT AND  WARRANTS THAT NO PROPRIETARY RIGHTS, INCLUDING BUT NOT LIMITED TO COPYRIGHT,  TRADEMARK, TRADE SECRET, PUBLICITY OR PRIVACY RIGHTS, OR ANY OTHER INTELLECTUAL  PROPERTY RIGHTS ARE BEING VIOLATED BY YOUR DISCLOSURE, TRANSMISSION OR SHARING OF ANY  COMPANY DATA VIA ANY SITE, PLATFORM OR SERVICE; AND (II) AGREE NOT TO UPLOAD, TRANSMIT,  OR SHARE ANY COMPANY DATA ON ANY SITE, PLATFORM, OR SERVICES THAT YOU: 

1.2.1. LACK AUTHORITY OR PERMISSION TO UPLOAD, TRANSMIT OR SHARE; OR 

1.2.2. THAT VIOLATED IN ANY WAY THE RIGHT OF OTHER PERSONS OR SOLICITS, ENCOURAGES, OR  PROMOTES ILLEGAL ACTIVITIES, INCLUDING BUT NOT LIMITED TO ACTIVITIES THAT  THREATEN, ABUSE IN ANY WAY, HARASS, DEFAME, LIBEL, DISPARAGE, INVADE THE PRIVACY  OR PUBLICITY RIGHTS OF OTHER PERSONS OR THIRD PARTIES. 

1.3. In addition, upon the completion of the registration process, You warrant that the 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, as between  You and Liquidity, You undertake that in case you share any Personal Data with us or through the  Site, You have all requisite rights to control, 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 disclosure of any Personal Data  shall be in accordance with our Privacy Policy and, if applicable, with the Data Processing Agreement. 

1.4. Subject to these Terms, Users may register on the Site to the Platform console, and undergo an  onboarding process, which includes the provision of information regarding the User, upload of  financial data, and provision of authorizations to the User's bank accounts and billing system for  ongoing monitoring. Following successful onboarding, the Company Data will be analyzed and the  User will be granted with access to the User's dashboard on the Platform console. 

1.5. If a User elects to share its Scoring or any other information with a third party, whether  independently or through the Platform, it is fully and solely responsible for any consequences and  ramifications of such sharing, including any detrimental effects on the User'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 recipients in relation to the Disclosed  Information or with respect to any use of such Disclosed Information by the User, the recipients,  and/or any third party acting on their behalf.  

1.6. 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 (i) by their nature subject to significant uncertainties and contingencies; (ii)  based upon several estimates and assumptions as provided to us by the Users through the Company  Data; and (iii) subject to changes which are expressly outside our control.

1.7. You shall maintain the access authorization to the Platform in strict confidence, shall not share such  authorization with any third party and with any employee 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 Platform console using such authorization. Liquidity may  suspend or terminate any access authorizations to the Platform console, at any time, in its sole  discretion. 

1.8. 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 Master 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. 

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 Platform, 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 Platform, 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 Platform.  

2.4. Liquidity does not claim ownership of any Company Data. Subject to the rights granted to Liquidity  under these Terms and if applicable, under the Master Agreement. You retain full ownership of all  Company Data uploaded by You to the Platform console, to the extent you would otherwise have  intellectual property or other proprietary rights associated with it. 

2.5. Any User who 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 User  and to Liquidity's partners, and for Liquidity's internal business purposes, including to develop,  improve and enhance the Platform (“Liquidity’s Internal Use”). 

2.6. You expressly acknowledge and agree that any and all Intellectual Property rights derived from the  Liquidity’s Internal Use of any Company Data are, and shall remain, the exclusive property of the  Liquidity. 

2.7. 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,  websites, Pitchbook, Owler, and LinkedIn) for the sole purpose of providing the Services. 

3. RESTRICTED USES  

In connection with your use of the Site and/or Services, and without limiting any other obligations under  these Terms, and if applicable under the Master Agreement, or applicable law, you shall not, and shall not  permit and/or assist others to: 

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, the Data Processing  Agreement, and/or if applicable, the provisions of the Master Agreement. 

Except for your limited right to access and use the Site, Services, and the Platform, as expressly granted by  these Terms and the Master Agreement (if applicable), Liquidity retains all right, title, and interest in and  to the Site, Services, and the Platform, including all related intellectual property rights. No grant or transfer  of any right, title, or interest to you shall be implied. Notwithstanding anything to the contrary, on  termination or expiration of these Terms, all rights and licenses granted to you under these Terms shall  terminate. 

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, including reasonable attorneys’ fees, arising out of (i)  any use of the Services or from the data the User uploads to the Platform console, inter-alia, with  respect to any Company Data; (ii) any use of the APIs and the integration with third parties’ systems; 

(iii) violation of any third party’s rights, including but not limited to any intellectual property rights;  and (iv) violation of any provision of (a) the Terms; (b) the Master Agreement; (c) the Privacy Policy; and/or (d) the provisions of the Data Processing Agreement. 

4.2. YOU ACKNOWLEDGE AND AGREE THAT THE SITE, THE PLATFORM, 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, THE SCORING, 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. 

4.4. FURTHERMORE, LIQUIDITY ASSUMES NO RESPONSIBILITY OR LIABILITY FOR: (I) ANY UNAUTHORIZED  ACCESS TO OR USE OF THE SITE AND THE SERVICES INCLUDING WITH RESPECT TO SECURITY EVENTS  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 USER. 

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  USER (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 USERS WILL NOT BE  AFFORDED THE PROTECTIONS OF SAID RULES OR REGULATIONS.  

4.6. THE PLATFORM 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. LIMITATIONS ON LIABILITY AND REMEDIES 

5.1. The User assumes full, exclusive and sole responsibility for the use of and reliance on the Site, the  Platform, 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. This Section 5 applies even if this remedy does not fully compensate you for any losses or fails;  or even if Liquidity, or any of its affiliates, knew or should have known about the possibility of such losses, liability, or damages.

6. MISCELLANEOUS 

6.1. 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. 

6.2. Sever-ability. 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. 

6.3. 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. 

6.4. 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.