2. Terms of Restrictions on Access and Use
2.1. You may use this Website provided that (i) you are over 18 years of age, (ii) you are using the Website for your own personal use, (iii) you do not copy the Website or any part of it, (iv) you do not modify the Website or any part of it, and (v) you comply with all applicable laws, rules, regulations, and court orders.
2.2. Simetria, its licensors and/or its suppliers retain all rights, title and interest (including all copyright, trade secret, patent and other rights) in and to the Website and the Content, including without limitation all text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork, computer code, design, structure, selection, coordination, expression, “look and feel” and arrangement of Content. If you give us feedback on the Website, for example recommendations for improvements or features, such feedback will be deemed non-confidential and non-proprietary, and implementation of that feedback is owned by us and may become part of the Website without compensation to you. The Website contains proprietary and confidential information that is protected by applicable intellectual property and other laws.
2.4. You may download publicly-available Content on this Website only for your personal, non-commercial use, provided that: (i) you keep intact all copyright and other proprietary notices; and (ii) if your copying or use of copyrighted materials on this Website is other than “fair use” under the Israeli copyright laws, you must seek permission directly from us.
2.5. You may not do any of the following:
Violate any copyrights, and other proprietary or intellectual property rights in this Website or the Content;
Engage in any “data mining,” “deep-link,” “page-scrape,” or use “bots/spiders” or similar data gathering and extraction tools or methods in connection with this Website or the Content;
Decompile, reverse engineer, disassemble, lease, sell, distribute, or reproduce this Website;
Transmit, post, or otherwise make available: (a) content that is unlawful, false, inaccurate, harmful, obscene, or otherwise objectionable, including but not limited to any content that infringes on any intellectual property right or proprietary right; (b) viruses, Trojan horses or other harmful programs or material; or (c) not use any device, software or routine to interfere with the proper working of the Website, (d) advertising or promotional materials, “spam,” or any other form of solicitation;
Misrepresent your affiliation with or impersonate any person or entity;
Interfere with or disrupt this Website, including imposing an unreasonable or disproportionately large load on the infrastructure of the Website, or attempt to circumvent this Website’s security features; and
Probe, scan, or test the vulnerability of the Website or any network connected to the Website, nor breach the security or other authentication measures on the Website or any network connected to the Website.
3. User Registration and Account
3.1. Simetria offers services to individuals and private companies through a proprietary platform (the “Platform”), which enables them to manage and operate the sale of vested equity and/or shares to buyers (“Secondary Sale”).
3.2. If you wish to sell your vested equity and/or shares you may register an account (the “Account”) on our Website and provide us with the following details: your email address, your personal name, Company name, postal address, phone number, username, password, demographic information (such as your occupation), social security number, tax ID number, bank account information, as well as other information you directly give us on our Services. By registering the Account, you expressly agree and permit us to approach the Company which you wish to sell shares in and/or brokers and to offer them to execute a secondary sale through our Platform, to provide them with your details and the fact that you wish to sell shares of the Company.
3.3. If you establish an Account, you are responsible for maintaining the confidentiality of your user ID and password, and you are responsible for all activities that occur under your password or user ID. You agree to: (i) log out from your account at the end of each session; and (ii) immediately notify Simetria via the email@example.com of any unauthorized use of your password or user ID or any other breach of security.
3.4. We may use the information provided by you to approach brokers and investors with an offer to participate in the sale transaction and buy your shares, by registering the Account, you expressly agree and permit us to approach such investors and brokers.
3.5. In the event that following your registration of an Account, you sell shares of the Company in a Secondary Sale through our Platform, we will be entitled to receive from you and you will be obligated to pay a percentage of the gross proceeds received by you from such Secondary Sale as further defined in a client engagement agreement (the “CEA” and “Fee”, respectively).
3.7. SIMETRIA SHALL HAVE THE SOLE AND ABSOLUTE DISCRETION WHETHER TO APPROACH THE COMPANY FOLLOWING YOUR REGISTRATION OF THE ACCOUNT AND/OR TO OFFER IT TO USE THE PLATFORM AND/OR TO OFFER, ALLOW OR FACILITATE THE CONSUMMATION OF THE SECONDARY SALE OF YOUR SHARES OF THE COMPANY THROUGH THE PLATFORM AND SIMETRIA EXPRESSLY DISCLAIMS ANY WARRANTY OR GUARANTEE THAT IT WILL APPROACH THE COMPANY, AND/OR THAT YOU WILL SELL SHARES OF THE COMPANY.
3.8. You are responsible for all information that you transmit or otherwise make available to this Website and you further represent and warrant that all information you provide is correct and accurate, including the fact that you hold shares or rights to subscribe for shares of the Company. Your access to and use of this Website may be monitored, including but not limited to, for the purpose of identifying illegal or unauthorized activities.
3.9. We reserve the right to remove or reclaim any user IDs at any time and for any reason, including but not limited to claims by a third party that a user ID violates such third party's rights.
4. Sale of Services
4.1. We may offer for sale or download licenses to certain Simetria products or services, including without limitation the Platform (“Services”). Your use of such Services will be subject to terms applicable to such Services, or a separate written agreement between you and Simetria. If you or the Company have previously purchased Services, those Services are subject to the terms and conditions of the specific agreement between the relevant parties.
5. Disclaimers and Limitation of Liability
5.1. THIS WEBSITE AND THE CONTENT ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS, AND MAY BE SUBJECT TO ERRORS, INACCURACIES OR OMISSIONS. YOU ARE SOLELY RESPONSIBLE FOR ANY AND ALL ACTS OR OMISSIONS MADE BY YOU IN RELIANCE ON THE WEBSITE OR ANY PART THEREOF.
5.2. SIMETRIA, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS WEBSITE, THE CONTENT, THE PLATFORM AND/OR THE SERVICES INCLUDING BUT NOT LIMITED TO THEIR MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, COMPLETENESS, ACCURACY, TIMELINESS, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, OR FREEDOM FROM COMPUTER VIRUSES. YOUR ACCESS TO AND USE OF THIS WEBSITE AND THE CONTENT ARE AT YOUR SOLE RISK. SIMETRIA SHALL NOT BE RESPONSIBLE FOR ANY DAMAGES (INCLUDING BUT NOT LIMITED TO ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES), LOSSES, CLAIMS OR LIABILITY, KNOWN OR UNKNOWN (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, GOODWILL, USE OR DATA), ARISING OUT OF THE USE OF (OR INABILITY TO USE) THIS WEBSITE, THE CONTENT, OR ANY THIRD-PARTY SITE LINKED TO THIS WEBSITE. OUR LIABILITY FOR ANY DAMAGES OR CLAIMS OF ANY KIND, SHALL NOT EXCEED US$1. THE LIMITATIONS OF LIABILITY HEREIN SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES.
6.2. The Application is available on any device you can use a browser on.
7. Linking and Third Parties
8.4. Simetria may disclose any information we have about you (including your identity) if we determine that such disclosure is necessary in connection with any investigation or complaint regarding your use of the Website, or to identify, contact or bring legal action against Simetria’s rights or property of visitors to or users of the Website, including Simetria’s customers. Simetria reserves the right at all times to disclose any information that Simetria deems necessary to comply with any applicable law, regulation, legal process or governmental request. Simetria may also disclose your information when Simetria determines that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes.