Candou Ventures Terms & Conditions
These terms of service, together with any other agreements or terms incorporated by reference, including the Candou Ventures Privacy Policy (available at https://candouventures.com/privacy) (the “Terms”) govern Your use of the Services. These Terms constitute a binding and enforceable legal contract between Candou Ventures and You. By using the Services, You agree to these Terms. If You are entering into these Terms on behalf of a company or another legal entity, You represent that You have the authority to bind such entity and its affiliates to these Terms, in which case the term “You” will refer to such entity and its affiliates. If the legal entity that You represent does not agree with these Terms, You must not accept these Terms or use the Services.
1. Definitions
1.1. “Account” means an online account registered by You for the purpose of using the Services.
1.2. “Additional Services” means Services available only through registration of an Account, as distinguished from the Basic Services, which are generally available without such registration. Candou Ventures may, at its discretion, decide that Basic Services which have heretofore been available without registration shall become Additional Services, which may be provided for a fee and such change shall become effective upon posting on the Candou Ventures website or Platform.
1.3. “Basic Services” means Services available without registration of an Account.
1.4. “Content” means any files, data, material and information submitted, uploaded and stored by You through the Service.
1.5. “Platform” means the Candou Ventures online and mobile solution with respect to the financing of exercise of employee stock options (ESOP).
1.6. “Services” means any applications, products, services, documentation, and software made available through the Platform and includes both Basic Services and Additional Services.
1.7. “User Data” means all data relating to Your use of the Platform and Services, including but not limited to information related to:
1.7.1. Your contact information, including email addresses,
1.7.2. Information obtained by or provided through the Services,
1.7.3. Settings, preferences chosen, and resource usage,
1.7.4. Free text submitted by You.
1.8. “We”, “Us”, “Candou Ventures” or “Our” means Candou Ventures LLC.
1.9. “You” or “Customer” means You or the company or other legal entity and its affiliates for which You are accepting these Terms.
1. Definitions
1.1. “Account” means an online account registered by You for the purpose of using the Services.
1.2. “Additional Services” means Services available only through registration of an Account, as distinguished from the Basic Services, which are generally available without such registration. Candou Ventures may, at its discretion, decide that Basic Services which have heretofore been available without registration shall become Additional Services, which may be provided for a fee and such change shall become effective upon posting on the Candou Ventures website or Platform.
1.3. “Basic Services” means Services available without registration of an Account.
1.4. “Content” means any files, data, material and information submitted, uploaded and stored by You through the Service.
1.5. “Platform” means the Candou Ventures online and mobile solution with respect to the financing of exercise of employee stock options (ESOP).
1.6. “Services” means any applications, products, services, documentation, and software made available through the Platform and includes both Basic Services and Additional Services.
1.7. “User Data” means all data relating to Your use of the Platform and Services, including but not limited to information related to:
1.7.1. Your contact information, including email addresses,
1.7.2. Information obtained by or provided through the Services,
1.7.3. Settings, preferences chosen, and resource usage,
1.7.4. Free text submitted by You.
1.8. “We”, “Us”, “Candou Ventures” or “Our” means Candou Ventures LLC.
1.9. “You” or “Customer” means You or the company or other legal entity and its affiliates for which You are accepting these Terms.
2. The Services
2.1. Access to the Platform. You may access and use the Services through the Platform solely for the purpose of Your own personal noncommercial use. We may update the Services from time to time, including adding or removing functions.
2.2. Additional Services Registration. Following the initial registration of an Account You will have the ability to access Additional Services through the Platform.
2.3. Children under 18. The Services are not directed at children. If You are under 18 years old, please do not use or attempt to register to use the Services.
3. Registration and User Account
3.1. Establishing an Account. You must register and establish an Account in order to use Additional Services. By registering an Account, You represent that You are entitled to disclose the information provided by You in such registration, without breach by You of any obligations or violation of any rights of third parties.
3.2. Account Information. You must safeguard and not disclose Your Account username and password and You must supervise the use of such Account. You must provide us accurate and complete information in order to create an Account. You agree to keep Your Account information up to date and accurate. YOU ARE SOLELY AND FULLY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF THE ACCOUNT USERNAMES AND PASSWORDS. YOU ARE SOLELY AND FULLY RESPONSIBLE FOR ALL ACTIVITIES THAT OCCUR UNDER THE ACCOUNT. You must notify us immediately of any unauthorized use of Your Account or any other breach of security.
3.3. Deletion of Account. You may delete Your Account at any time. Any Content and other information and data entered into the Services may be permanently deleted if You delete the Account, provided we may retain certain information as required to comply with our legal obligations, resolve disputes and enforce our agreements (unless we are instructed otherwise).
3.4. Use of Data. We may collect User Data, and You hereby grant Us permission to collect User Data available on or through the Platform and to use such User Data to improve the Platform performance and functionality, improve services and support to Our customers and for other business purposes including monitoring, statistical data gathering, diagnostics, comparative analyses, press and supplies utilization, complementary solutions usage, security and software integrity assurance, remote control and support and click performance tracking and billing. We may use various analytics tools in performing the above. Candou Ventures does not provide an opt-out option from the use of such analytics tools and therefore You should refrain from registering an Account and from using any of the Service if You do not agree to the use of analytics tools in connection with the User Data. Where applicable, User Data collected by Candou Ventures will be shared with You or any service provider who may provide You with supplementary services in connection with the Services. Candou Ventures may further use User Data as set forth in its privacy policy referenced above.
3.5. Messages and Communications. We may contact You by sending You emails, SMS (text messages), Push Notifications (Web Push Notifications) or by calling Your telephone numbers or by other communication means, from time to time as deemed appropriate by us. Such messages constitute an integral part of our Services, and by accepting these Terms, You expressly consent to receive such messages and communications. Your cellular or mobile telephone provider will charge You according to the type of plan You carry.
If You do not wish to receive our messages and communications, You may notify us at any time by sending an email to: unsubscribe@candouventures.com or by clicking on the ‘unsubscribe’ link in such message (the “Unsubscribe Request”). Please note, your un-subscription from receiving messages and communications might impair your ability to use the Services (which require sending certain notifications to You). In addition, please note that, once we receive your request, it may take an additional period of time for the Unsubscribe Request to become effective.
Investors’ request to receive notifications on investment opportunities, suggestions and offers: unless You have unsubscribed from receiving our messages and communications, your acceptance of these Terms constitutes a request from your side to receive further notifications from us regarding investment opportunities, suggestions and offers that may be relevant to you and to your use of our Services.
4. Your Content
4.1. License to Content. You grant us a worldwide, royalty-free, non-exclusive license to host, copy and use Your Content as required in order to provide You with the Services. Subject to this limited license we do not acquire any right in Your Content and You retain all rights and ownership to Your Content. You warrant that You have full rights to provide to us any Content that You provide through the Services. We have policies in place to limit the access of our employees to Content. Where policies permit access to the Content, it is only for the purpose of providing the Services and supporting You in Your use of the Services.
4.2. Responsibility for Content. The Services are not intended to be used as storage, backup or archiving services. It is Your responsibility to back up Your Content and You are responsible for any lost or unrecoverable Content.
5. Use Obligations and Restrictions
5.1. Obligations. You agree to do each of the following in connection with your use of the Services: (i) comply with all applicable laws, rules and regulations, including those regarding data privacy and intellectual property rights; (ii) pay the fees for the Services, if applicable, when due.
5.2. Restrictions. The Services are provided to You personally and You must not misuse the Services. For example, You may not, whether by yourself or anyone on your behalf (a) sell, resell, or lease the Services, assign any right provided to You by the Services, grant third parties permission to use the Service or access or attempt to access the Services by any means other than the interface we provided or authorized; (b) circumvent any access or use restrictions put into place to prevent certain uses of the Services; (c) use the Services to store, share or transmit content which is unlawful, infringing, harmful or which violates any person’s rights, including privacy rights and intellectual property rights; (d) attempt to disable, impair, or destroy the Services, the Platform or any part thereof; (e) reverse engineer or decompile the Services, attempt to do so, or assist anyone in doing so; (f) ) make the Services or content generated by the Services available to any third party or use the Service for the benefit of any entity other than Customer; (g) modify, remove or amend Candou Ventures’s name or logo, update, reproduce, duplicate, copy all or any part of the Services; or (h) access or attempt to access any of Candou Ventures’s systems, programs or data that are not made available to Customer or for public use, or attempt to bypass any of the Services security and traffic management devices.
6. Intellectual Property Rights
6.1. Retention of Rights. All rights not expressly granted to You under these Terms are reserved by Candou Ventures and its licensors. We and our licensors reserve all rights, title and interest to the Services, the Platform and any of their related intellectual property rights. The Terms do not convey to You an interest in or to Candou Ventures’s intellectual property rights. Nothing in the Terms constitutes a waiver of Candou Ventures’s Intellectual Property Rights under any law.
6.2. Feedback. To the extent You provide us any feedback, comments or suggestions (“Feedback”), You grant us a royalty-free, fully paid up, worldwide, perpetual and irrevocable license to incorporate the Feedback into the Services or any of our current or future products or services.
7. Third Party Material
7.1. Third-party and public information, external resources and reviews, including (without limitation) valuation data, assumptions, data analysis, market research, funding history, headcount, investors list and any other third-party materials and information may be made available through our Services for your own use (“Third-Party Material”). Such Third-Party Material is provided for your convenience and for your own personal noncommercial use, it was not examined or confirmed by us in any way, it might be incomplete or inaccurate and we cannot guarantee its correctness, precision, or reliability.
7.2. We do not commit to update the Third-Party Material or to update the investors regarding the existence of specific risk factors before or following an investment. The Third-Party Material made available through our Services is intended to be illustrative rather than definitive and investors should conduct their own research and analysis to evaluate any investment in companies of interest and should not rely solely on Third-Party Material presented by us. Third-Party Material is protected by copyright, trademark, and other intellectual property laws and You may not use any trademark, trade name or any other mark of Third-Party Material.
7.3. You may not: (i) download, reproduce, copy, capture into a database, or otherwise duplicate such Third-Party Material; (ii) sell, rent, lease loan, license, reproduce, modify, transfer, assign, sublicense, display, distribute, disassemble, reverse engineer or decompile any part of the Third-Party Material, or otherwise use the Third-Party Material on behalf of any third party, or (iii) use the Third-Party Material in any infringing, defamatory, harmful, fraudulent, illegal, deceptive, threatening, harassing, or obscene way.
7.4. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES ABOUT THE CORRECTNESS, ACCURACY OR RELIABILITY OF THIRD-PARTY MATERIAL. YOUR USE OF ANY THIRD-PARTY MATERIAL IS AT YOUR OWN RISK. UNDER NO CIRCUMSTANCES WILL WE BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY RELIANCE ON THIRD-PARTY MATERIAL AVAILABLE THROUGH THE SERVICES.
8. Indemnification
Indemnification. You will indemnify, defend, and hold harmless Candou Ventures, its affiliates, contractors, shareholders, employees and agents (the “Indemnified Parties”) from and against all liabilities, damages, and costs (including reasonable attorneys’ fees) arising out of any claim, demand, suit or proceeding by a third party alleging that Your Content or Your use of the Services infringes or misappropriates a third party’s intellectual property rights or violates applicable law or that Your use of the Services is in violation of these Terms.
9. Disclaimers of Warranties
9.1. The Services may from time to time provide You with suggestions for transactions offered through the Services. Such information is illustrative only without any guarantee for the profitability or expediency of such suggested transaction, and it is provided to You solely as initial basis for your further review and evaluation. We make no promises that the transactions will be available to You under terms suitable for your needs. Any transaction You consummate based on recommendations provided by the Services are at your own risk. We will not be liable to You for any losses or damages suffered by You resulting from your use of, or reliance on, the information and suggested transactions provided by the Services. It is your responsibility to evaluate each such transaction.
9.2. THE SERVICES ARE PROVIDED ON AN “AS IS”, AND “AS AVAILABLE” BASIS, AND CANDOU VENTURES DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO RELIABILITY OF SERVICE, WARRANTIES OF NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. WE DISCLAIM ALL LIABILITY AND ANY OBLIGATIONS FOR ANY HARM OR DAMAGE CAUSED BY ANY THIRD PARTY HOSTING PROVIDERS.
9.3. OTHER THAN AS EXPRESSLY STATED IN THE TERMS WE DO NOT WARRANT THAT THE SERVICES WILL BE SECURE, UNINTERRUPTED, WITHOUT ERROR, OR FREE OF DEFECTS.
10. Limitation of Liability
10.1. IN NO EVENT WILL CANDOU VENTURES BE LIABLE FOR (I) INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OR (II) LOSS OF PROFITS OR REVENUE, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, IN EACH CASE ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF CANDOU VENTURES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2. IN NO EVENT WILL CANDOU VENTURES’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR TO THE SERVICES EXCEED AN AMOUNT OF US$100.00.
10.3. THESE LIMITATIONS WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
11. Term and Termination
11.1. Term. These Terms commence on the date You first accept them and will remain in effect until these Terms are terminated.
11.2. Termination. You may stop using the Services at any time and You may delete Your Account. We may suspend or terminate Your access to the Services at any time at our discretion and without notice if You do not comply with these Terms. Upon termination of the Services to You, the Account will be terminated, and from the date of termination You will no longer be able to access Your Account.
11.3. Survival. The provisions of these Terms that, by their nature and content, must survive the termination of these Terms in order to achieve the fundamental purposes of these Terms, shall so survive. Without limiting the generality of the foregoing, the Intellectual Property Rights, Third Party Material, Disclaimers of Warranties, Indemnification, Limitation of Liability, Governing Law and Jurisdiction and General sections, will survive the termination or expiration of the Terms.
12. Governing Law and Jurisdiction
Governing Law and Jurisdiction. These Terms are governed by the laws of the state of Israel excluding rules as to choice and conflicts of law and the courts in the state of Israel will have jurisdiction; however, Candou Ventures or its Affiliate may bring suit for payment in the country where Your entity is located. You and Candou Ventures agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply.
13. General
13.1. Changes to Terms. Candou Ventures may change the Terms from time to time, and such change will become effective upon the date on which it is posted on the Platform. You are responsible for checking the Platform regularly for such changes. By continuing to access or use the Services You agree to be bound by the revised Terms.
13.2. Severability. If any part of these Terms is deemed unlawful, void or for any reason unenforceable, then such part shall be deemed to be severable from the rest of these Terms and shall not affect the validity and enforceability of any of the remaining provisions of these Terms. In such cases, the part deemed invalid or unenforceable shall be construed in a manner consistent with applicable law to reflect, as closely as possible, the original intent of these Terms.
13.3. Waiver. No waiver by us of a breach of any of the provisions of these Terms shall be construed as a waiver of any preceding or succeeding breach of any of the provisions of these Terms.
13.4. Relationship. Nothing in these Terms or your use of the Services shall be construed as creating any agency, partnership, trust arrangement, fiduciary relationship or any other form of joint enterprise between You and Candou Ventures or anyone on its behalf.
13.5. Entire Agreement. These Terms contain the entire agreement between Candou Ventures and You relating to your use of the Services and supersedes any and all prior agreements between Candou Ventures and You in relation to the same. You confirm that, in agreeing to accept these Terms, You have not relied on any representation except as has expressly been made by Candou Ventures in these Terms. If following or as part of your use of the Services, you will execute an agreement with Candou Ventures or anyone on its behalf with respect to a specific funding transaction (a “Funding Agreement”), such Funding Agreement shall supersede these Terms with respect to the subject matters addressed in such Funding Agreement.
13.6. Assignment. You may not assign Your rights or delegate Your obligations under these Terms without Candou Ventures’s prior written consent. Any purported assignment contrary to this section will be null and void. Candou Ventures may assign its obligations hereunder among the various Candou Ventures entities within the Candou Ventures group, by a change to the definition of Candou Ventures hereunder which change will become effective upon posting on the Platform.
13.7. No Third Party Rights. There are no third-party beneficiaries to these Terms.
Candou Ventures LLC – Terms of Service
Version 1: updated November, 20, 2022