Terms of use

1. General
The following describes the terms and conditions (“Terms of Use”) upon which Barnea Crossing Limited (the “Company”) offers individuals and/or entities (“You”, “Your”) access to its Platform (the “Platform”) that can offer a basis to create initial introductions between entrepreneurial ventures and investors, both who are searching either to raise capital and/or to make investments in a company (“Startups / Investors”).
These Terms of Use, which constitute a legally binding agreement between You and the Company, describes the terms, conditions and risks applicable to Your use of the Platform available on the website located at the domain www.barneax.com operated by the Company (the “Site”).
You comprehend and fully consent that the Company is not a party to any and/or all activity and/or engagements between You and the Startups / Investors, and that the Company only provides the Site and the Platform.
You must read, agree with and accept all of the terms and conditions contained in the Terms of Use without modifications, which include the terms and conditions expressly set forth below and those incorporated by reference, before You may access and/or browse and/or register and/or use the Site and/or the Platform. By continuing to access and/or browse and/or register and/or use the Site and/or the Platform, You agree to accept these the Terms of Use electronically. WITHOUT DEROGATING FROM THE ABOVE, YOU ARE HEREBY REFERRED TO THE RISK DISCLOSURE IN SECTION 6 OF THESE TERMS OF USE.
These Terms of Use are effective upon accessing and/or browsing and/or using the Site and/or the Platform. If You do not agree to be bound by the Terms Use, do not use or access the Site and/or the Platform, and inform the Company in writing immediately. Your continued use of the Site and/or the Platform represents Your consent to be bound by these Terms of Use.

 

2. Definitions
In these Terms of Use, the following words and phrases shall (unless the context otherwise requires) have the meanings set out beside them:
“Account” shall mean a personal account opened by any person, solely to enable the use of the Site and/or Platform.
“Illegal Actions” shall mean illegal, unlawful, fraudulent, improper activities, any activity that breaches these Terms of Use, as well as breaking into the Site or attempting to do the same.
“We”, “Our” or “Us” shall mean the Company and/or any person associated and/or affiliated with the Company.
Any reference to “person” includes individuals, bodies corporate, companies, partnerships, unincorporated associations, firms, trusts and all other legal entities.

 

3. Membership Eligibility
The Platform is available to and may only be used by any person who can form legally binding contracts under the law applicable to him. Without limiting the foregoing, the Site and/or the Platform are not available to persons under the age of 18 or otherwise under legal age – whichever is higher (“Minors”). If You are a Minor, You may not use the Site and/or the Platform; Your continued use of the Site and/or the Platform constitutes Your representation that You are not a Minor.
The Company reserves the right (but is under no obligation) to request proof of age at any stage, to verify that You are not a Minor. The Company may suspend or cancel Your Account and exclude You from using the Site and/or the Platform if proof of age is not provided or if the Company suspects that You are a Minor. Any such decision of the Company shall be final, binding and not subject to appeal. For avoidance of doubt, the Company shall not be responsible for any unauthorized use by Minors of the Site and/or the Platform in any way or manner.
You understand that laws regarding securities, contracts, services and products vary throughout the world, and it is Your obligation alone to ensure that You fully comply with (and do not violate) any law, regulation or directive, relevant to You and Your use of the Site and/or the Platform. By using the Site and/or the Platform You warrant and represent that You confirm that such use complies with all laws, regulations and directives relevant to the use of the Site and/or Platform.
For avoidance of doubt, the ability to access and use the Site and/or the Platform does not necessarily mean that Your activities via the Site and/or the Platform are legal under the laws, regulations and directives relevant to You. For the avoidance of doubt, it is hereby clarified that We make no representations or warranties, expressed or implied, that Your use of the Site and/or the Platform is lawful.
Without derogating from the above, the Company reserves the right, without notice at its sole and absolute discretion and without the need to show cause, to deny access to the Site and Platform to any person as it deems fit under its sole and absolute discretion, including where such person was already gained such access.

 

4. Registration Information and Requirements
In order to register to the Site and the Platform You must request permission from the Company. For the avoidance of doubt, the Company reserves the right, at any point in time (whether prior to completion of the registration or afterwards), to deny such permission, to suspend or cancel such permission, to refuse to open an Account for You, to suspend or cancel Your Account and exclude You from using the Site and/or the Platform – all at its sole and absolute discretion, without notice, without the need to show cause and/or provide any reasoning and/or explanation.
You are responsible for securing Your username and password for Your Account, and You shall not transfer them to any third party. The Company is under no obligation to maintain Your user name and password.
You agree to provide true, accurate, current and complete information about Yourself (as well as about any other issue You provide information about) during the registration process and thereafter, and You also agree not to impersonate any person, misrepresent any affiliation with another person, entity or association, use false headers or otherwise conceal Your identity from the Company for any purpose. You shall notify the Company immediately upon any change in any of the details You provided to the Company.

 

5. Your use of the Site and/or Platform
While using the Site and/or Platform, You hereby, represent, warrant and acknowledge that:
• Your Account is for Your sole and personal use, and You must not allow the use of Your Account by any third party. You hold full and sole responsibility for any loss or damage caused due to any act or omission by You or any third party as a result of inappropriate, irregular or unauthorized use of Your Account. Without derogating from the above, You must inform the Company immediately of any unauthorized use of Your Account;
• You are solely responsible for recording, paying and accounting for any tax or other levy that may be payable due to Your use of the Site and/or Platform;
• You will use the Site and/or the Platform in good faith towards Us and others using the Site and/or the Platform and inform the Company with regard to any connections and/or engagements made between You and any of the Startups / Investors, in addition to providing us with regular updates and written notifications in the event of successful business engagements; without derogating from the above, You hereby grant the Company as well as any person associated and/or affiliated with it, with permission to contact You in connection with Your use of the Site and/or the Platform, as well as any connections and/or engagements made between You and any of the Startups / Investors;
• The Company may, without notice at its sole and absolute discretion and without the need to show cause, open, maintain and/or close Your Account, and such a decision or any other decision by the Company in connection with the Site and/or the Platform shall be final and not subject to dispute or appeal;
• The Site and/or Platform may be supplied, in part or in whole, by third parties and You waive any and all claims against Us in respect of the provisions of the Site and/or the Platform by any such third party;
• You will not copy, distribute, republish, upload, post or transmit any materials appearing on the Site and/or the Platform for any other purpose than Your use of the Site and/or the Platform;
• All information appearing or disclosed on the Site and/or the Platform is confidential information, shall not be disclosed to any person which does not have an Account and shall be kept in confidence; and
• You will not use the Site and/or the Platform for any Illegal Actions as well as for any purpose that is unlawful, tortuous, abusive, intrusive, harassing, libelous, defamatory, embarrassing, obscene, threatening, hateful, infringing any person’s intellectual property rights and/or compromise security or tamper with system resources and/or Accounts. If you become involved in any violation of system security, the Company reserves the right to release Your details to third parties as the Company sees fit at its sole and absolute discretion.

 

6. Risk Disclosure
You agree to use the Site and the Platform in order to launch a connection with Startups / Investors at Your own risk. Without limiting the foregoing, You are aware that the Startups / Investors who joined the Site and/or the Platform at their own discretion do not create, form or indicate in any way a sign of endorsement, authorization, sponsorship or recommendation on Our behalf with respect to any such Startups / Investors. We are not responsible for any and/or all details and information with respect to the Startups / Investors, nor for Your acts or omissions. We caution You to ensure at Your own discretion that You understand the risks involved in engaging with any Startups / Investors before engaging, using or relying on anything by or through the Site and/or the Platform. The Site, Platform and the Startups / Investors registered therein are provided solely for Your convenience, and You agree that under no circumstances will You hold Us liable for any loss or damage caused by use of or reliance on the Site, the Platform and/or any of the Startups / Investors.
You are aware that financial investments are suitable only for persons who are able to bear the risk of financial loss, who understand the risks, and have experience in taking risks, involved in financial decision making. The possibility exists that You could sustain a loss and therefore You should be aware that You should not use funds that You cannot afford to lose and seek advice from an independent financial advisor if You have any doubts. You hereby acknowledge that You will bear sole responsibility for any losses caused, directly or indirectly, to You and/or by You, with respect to any activity on the Site and/or Platform. For the avoidance of doubt under no circumstances for whatever reason will We bear any responsibility and/or liability with respect to Your use of the Site and/or the Platform and/or Your activity or omissions on the Site and/or the Platform or with any of the Startups / Investors.
Furthermore, You acknowledge and consent that Your use of the Site and/or the Platform is done without You relying on any information provided by Us with respect to financial choices and/or the Startups / Investors, and You acknowledge that the information in respect of any Startups / Investors may not be accurate and/or complete. You acknowledge that financial choices should only be done by persons who have sufficient experience and knowledge in financial matters and who are capable of evaluating the merits and risks of making financial decisions, and You represent and warrant that You have done so without relying on any information provided by Us. You acknowledge and warrant that You shall bear sole responsibility for any decision made and/or to be made by You following the use of the Site and/or Platform.
Without derogating from the above, We shall not be responsible for verifying and/or checking whether You possess such sufficient knowledge and/or experience, nor shall We be responsible for any damage and/or loss incurred by You due to and/or related to the Site and/or the Platform and/or or anything in respect of Your activity and/or relationship with the Startups / Investors or any other third party, and/or any transactions carried out by You with respect to the Startups / Investors and/or any third party. We exclude any liability for any claim, loss or damage of any kind allegedly caused by information presented on the Site and/or Platform or referred to by the Site and/or Platform.
We do not recommend any Startups / Investors, and the use of the Site and/or Platform by any Startups / Investors is not, nor should it be considered as, a recommendation by Us of such Startups / Investors. We do not verify any documentation and/or information provided via the Site, the Platform and/or by any Startups / Investors. We do not provide any business advice, financial advice, investment advice and/or legal advice via the Site and/or the Platform. We do not offer any securities or any other financial interest in or to the Startups.

 

7. Links
The Company may provide links to other sites that are controlled or offered by third parties. Such link to a site or sites is not an endorsement, authorization, sponsorship or recommendation with respect to such site, its owners or its providers. The Company has not reviewed any or all of such links or sites and is not responsible for any of the content of those sites. The Company cautions You to ensure that You understand the risks involved in using such sites before retrieving, using, relying upon or purchasing anything via these sites. Links to these websites are provided solely for Your convenience, and You agree that under no circumstances will You hold Us liable for any loss or damage caused by use of or reliance on any content, goods or services available on other sites.

 

8. Limitation of Liability
You acknowledge and consent that under no circumstances for whatever reason will We bear any responsibility and/or liability with respect to Your use of the Site and/or the Platform and/or engagement and/or activities and/or financial matters with the Startups / Investors. You acknowledge and agree to waive and hold Us harmless for any losses caused, directly or indirectly, to You and/or by You, with respect to the Site and/or the Platform and/or the Startups / Investors as well as activity or omissions and/or any activity You have with any third party. You acknowledge and warrant that You shall bear sole responsibility for any decision made and/or to be made by You relying on the content of the Site and/or the Platform and/or information provided by the Startups/Investors and/or by Us.
We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, bugs, viruses, communications line failure, theft or destruction or unauthorized access to, or alteration of, the Site and/or Platform.
We are 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 Site and/or Platform and Your browser and/or any other site accessing program. We make no representations about the suitability, reliability, availability, timeliness and accuracy of the Site and/or Platform. The Site and Platform are provided “as is” without warranty of any kind. We hereby disclaim all express or implied warranties with respect to the Site and Platform, including but not limited to, warranties and conditions of merchantability, satisfactory quality, fitness for a particular purpose, completeness or accuracy, non-infringement of intellectual property rights and/or third party rights and/or applicable laws, regulations and directives, or that the Site and Platform will be uninterrupted, timely, secure or error free.
Under no circumstances shall We be responsible for any loss or damage resulting from Your use of the Site and/or Platform and/or engagements with the Startups / Investors or from any content posted on or through the Site and/or Platform or from the conduct of any users or Startups/Investors, whether online or offline. You are responsible for implementing sufficient procedures and checkpoints to satisfy Your particular requirements for accuracy of data input and output, and for maintaining a means external to the Site for the reconstruction of any lost data. We do not assume any responsibility or risk for Your use of the Internet.
We reserve the right to fully cooperate with any law enforcement authorities or court order requesting or directing Us disclose the identity of anyone taking any actions and/or omissions that are believed to violate these Terms of Use.
IN NO EVENT SHALL WE BE LIABLE TO YOU AND/OR ANYONE ON YOUR BEHALF FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOSS OF PROFIT, BUSINESS, CUSTOMERS, INVESTMENT OPPORUNITIES, BUSINESS OPPORTUNITIES, REVENUE, SALES, TURNOVER, ECONOMIC ADVANTAGE, ANTICIPATED SAVINGS OR WASTED EXPENDITURE, DATA OR INFORMATION (INCLUDING CORRUPTION OF DATA AND/OR INFORMATION), GOODWILL, REPUTATION, EQUIPMENT OR NETWORK DOWNTIME, WHETHER IN AN ACTION FOR CONTRACT, TORT OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH (I) ANY ACTION OR INACTION TAKEN BY US, ANY FAILURE BY US TO TAKE ANY ACTION, AS WELL (II) THE ACCESS AND/OR USE OF THE SITE AND/OR PLATFORM, INCLUDING BUT NOT LIMITED TO THE QUALITY, ACCURACY, OR UTILITY OF THE INFORMATION PROVIDED AS PART OF OR THROUGH THE SITE AND/OR PLATFORM OR FOR ANY INVESTMENT DECISIONS AND/OR AGREEMENTS (INCLUDING, BUT NOT LIMITED TO, EQUITY INVESTMENT, LOANS, WARRANTS AND/OR CONVERTIBLE LOANS) MADE, WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
BY ACCEPTING THESE TERMS OF USE YOU WAIVE AND HOLD US HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY US DURING AND/OR AS A RESULT OF OUR INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER US OR LAW ENFORCEMENT AUTHORITIES.

 

9. Anti¬-Spam and Other Prohibited Activities
The Company prohibits the use of the Site and/or the Platform in any manner associated with the transmission, distribution or delivery of any unsolicited bulk or unsolicited commercial e¬mail (“Spam”). You are not permitted and so may not use the Site and/or the Platform to send Spam. You are forbidden to deliver Spam or cause Spam to be delivered to any person.
Emails sent, or caused to be sent, to, through in connection with the Site and/or the Platform, to Startups / Investors and/or to any other person may not: (i) use or contain invalid or forged headers; (ii) use or contain invalid or non¬existent domain names; (iii) employ any technique to otherwise misrepresent, hide or obscure any information in identifying the point of origin or the transmission path; (iv) use other means of deceptive addressing; (v) use a third party’s internet domain name, or be relayed from or through a third party’s equipment, without permission of the third party; (vi) contain false or misleading information in the subject line or otherwise contain false or misleading content; (vii) fail to comply with additional technical standards described herein; (viii) violate these Terms of Use applicable terms of use for the Site and/or the Platform; or (ix) violate any laws, regulations and/or directives.
The Company in no way authorizes the harvesting, mining, scraping or collecting e¬mail addresses or other information from or through the Site and/or Platform. The Company does not permit or authorize others to use the Site and/or the Platform to collect, compile or obtain any information about our customers or subscribers, including but not limited to subscriber e¬mail addresses, which are our confidential and proprietary information and property. The Company does not permit or authorize any attempt to use the Site and/or the Platform in a manner that could damage, disable, overburden or impair any aspect of the Site and/or Platform, or that could interfere with any person’s use and enjoyment of the Site and/or the Platform.
If the Company believes that unauthorized or improper use is being made of the Site and/or Platform, it may, without notice, without the need to show cause and at its sole and absolute discretion, take such actions as it deems appropriate, which may include but are not limited to, blocking messages or access to the Site and/or Platform from a particular internet domain, mail server or IP address. The Company may immediately terminate any Account which it determines, at its sole and absolute discretion, to be transmitting or otherwise connected with any e¬mail that violates these Terms of Use.
Unauthorized use of the Site and/or Platform in connection with the transmission of unsolicited e¬mail, including the transmission of e¬mail in violation herein, may result in civil, criminal, or administrative penalties or all or any combination of these, against the sender and those assisting the sender.

 

10. Intellectual Property
All content, trademarks, service marks, trade names, logos, designs, business names, icons, databases, know-how, trade secrets, confidential information and any other intellectual property, registered or unregistered, connected to the Site and/or Platform, and any other domain owned, operated, licensed, or controlled by the Company, including but not limited to www.barneax.com, and the Site and/or Platform (the “IP”) are the Company’s sole and exclusive property, and it retains all right, title, and interest in the IP.
You may use the IP solely as set out in these Terms of Use, and You will not acquire any rights whatsoever in the IP. You agree not to delete any copyright notices or other indications of protected intellectual property rights from materials that You print or download from the Site. You agree that no IP is transferred to You by access to the Site and/or Platform.
Images displayed on the Site and/or Platform are either the Company’s property or used with permission. You agree not to upload, post, reproduce or distribute any information, software or other material protected by copyright or any other intellectual property right (as well as rights of publicity and privacy) without first obtaining the permission of the owner of such rights and the Company’s prior written consent.
You grant Us a royalty-¬free, perpetual, irrevocable, worldwide, non¬exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display all content, remarks, suggestions, ideas, graphics, or other information communicated to Us through the Site and/or Platform (the “Submission”), and to incorporate any Submission in other works in any form, media, or technology now known or later developed. We will not be required to treat any Submission as confidential, and We may use any Submission in Our business (including without limitation, for products or advertising) without incurring any liability or being required to pay any consideration of any kind, and We will not incur any liability as a result of any similarities that may appear in Our future operations.

 

11. Confidentiality
We make no representation as to the actions of Startups / Investors and/or any other person in respect of any confidential information, and no person is required by the Company to sign any non disclosure agreements. You should take all measures You deem appropriate in order to protect Your confidential information.
In addition, We cannot guarantee that Your Account, the Site and/or the Platform will not suffer from bugs or be hacked to, causing confidential information to be viewed by unauthorized persons.
We may use any non confidential information, including – but not limited to – Your identity as well as the identity of any Startups / Investors for marketing purposes.

 

12. Indemnification
You agree to defend, hold harmless and indemnify Us from and against any and all claims, liabilities, demands, proceedings, damages, obligations, losses, fines, penalties, sanctions, costs and expenses, including without limitation attorney fees and costs, arising out of or in any way connected with (i) Your access to or use of the Site and/or Platform; (ii) Your violation of any of the terms of these Terms of Use; (iii) Your breach of any applicable laws, regulations or directives; (iv) Your interaction and/or activities and/or omissions with any Startups / Investors and/or any person whatsoever.

 

13. Termination
The Company may, at its sole and absolute discretion, terminate Your account with immediate effect by providing You with a termination notice without the need to show cause; You may terminate Your Account with immediate effect by providing the Company with a termination notice. Upon termination, You shall cease accessing the Site and the Platform. Nothing in this clause derogates from any other rights and remedies, including, but not limited to, rights of termination, granted to the Company in these Terms of Use.
Upon termination, the Company will terminate Your access to the Site and Platform. Upon termination, the Company may, at its sole and absolute discretion, maintain any and/or all materials, information, communications and/or history in respect of You, without the need to obtain Your consent. At any time after termination, the Company may, at its sole and absolute discretion without notice, delete and/or destroy any and/or all such materials, communications, information and/or history, without the need to obtain Your consent.
Termination of Your Account shall not affect any of the provisions herein which are expressly or by implication intended to come into force or continue in force on or after that termination.

 

14. General
These Terms of Use shall be governed by and interpreted in accordance with the laws of Israel excluding that body of law pertaining to conflict of laws. Any legal action or proceeding arising under these Terms of Use will be brought exclusively in courts located in Tel Aviv, and the parties hereby irrevocably consent to the personal jurisdiction and venue therein.
In the event that any provision in these Terms of Use is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of these Terms of Use will remain in full force and effect and will be interpreted so as to give effect, to the fullest extent possible, to the purpose of that provision.
The failure or delay on the Company’s part to enforce any right, power, remedy or provision of these Terms of Use, or partial exercise of such right, power, remedy or provision will not be deemed a waiver of such right, power, remedy or provision.
The Company is under no obligation to participate and/or assist and/or be involved in any dispute between You, any Startups / Investors and/or any other person, even if such dispute relates to these Terms of Use, Your Account, the Site and/or the Platform.
The Company shall be entitled, at its sole and absolute discretion, to amend, modify, suspend, terminate or discontinue the Site and/or the Platform without notice and without the need to show cause. The Company shall not be liable for any loss suffered by You resulting from any changes made and You shall have no claims against Us in such regard.
The Company may transfer, assign or pledge any rights and/or obligations under these Terms of Use to any third party without Your consent. You may not transfer, assign or pledge in any manner whatsoever any of Your rights or obligations under these Terms of Use.
Unless explicitly stated in these Terms of Use, nothing herein shall: (i) be construed as creating any agency, arrangement, trust of fiduciary relationships or any similar relationship between You and Us; (ii) create or confer any rights or benefits to any third party, or (iii) grant You any security interest in any asset of Ours.
Any notice provided by the Company to You, either through Your Account, the Site, the Platform or by e-mail will be deemed received within 24 hours from the time in which such notice was dispatched.
The Company may amend these Terms of Use from time to time, at its sole and absolute discretion and without providing any prior notice, by posting the amended Terms of Use on the Site; the amended Terms of Use will bind You, even if You registered to the Site and/or started to use the Site and/or Platform on the basis of the un-amended Terms of Use. You are responsible for checking whether the Terms of Use were amended before each time You use the Site and/or the Platform. Any amendment shall come into force as of the day it was published on the Site, unless provided otherwise. If You do not agree to be bound by the amendments to the Terms of Use, do not use or access the Site and/or the Platform, and inform the Company in writing immediately. Your continued use of the Site and/or the Platform constitutes Your acceptance to the amended Terms of Use.
These Terms of Use, together with the Privacy Policy, constitute the entire and whole agreement between You and the Company in respect of the use of the Site and/or the Platform, and supersede any and all prior agreement between You and the Company in relation to the use of the Site and/or the Platform. You confirm that You have not relied on any representation save for any express representation made by the Company in these Terms of Use or in the Privacy Policy.
These Terms of Use have been drafted in the English language. In the event of any discrepancy between the meanings of any translated versions of these Terms of Use and the English language version, the meaning of the English language version shall prevail.