Terms of Service and Conditions
You acknowledge and consent that your electronic signature on agreements and documents which are presented to you by Shiva AI from time to time in respect of the Services has the same legally binding effect as if you signed such agreements in writing and will be deemed valid, authentic, enforceable and binding. You further acknowledge and consent that your electronic actions or your participation in certain electronic processes that are logically associated with a contract or any fully disclosed terms and conditions shall also have the same legal effect as if you signed such contract or agreed to such terms and conditions in writing and you agree that such actions/participation will be deemed a valid and binding contract to the extent such actions/participation indicates your intent to be legally bound.
- Authorized User; Accredited Investors
The Services are available only to individuals who are at least 18 years old (and at least the legal age in the jurisdiction in which you reside). You represent and warrant that if you are an individual, you are at least 18 years old and of legal age in the jurisdiction in which you reside, and that all registration and other information you submit is true, correct and complete. Shiva AI may, in its sole discretion, refuse to offer the Service to any person or entity for any reason or for no reason. The Service is not available to any person or entity suspended or removed from the Site or Service by Shiva AI. By using the Service, you represent that you have not been previously suspended or removed from the Site or Service.
Access to those Services that provide information with respect to specific investment opportunities or that give Users opportunities to subscribe for securities (the "Restricted Services") is available to Accredited Investors only and requires that you register, qualify and open an account (any person so registered and qualified is referred to herein as a "User"). To become a User you must complete our registration and qualification process intended to confirm, among other things, that you are in fact an Accredited Investor. Such process includes the completion of an Accredited Investor questionnaire and satisfactory background information screening and identification verification. The information required to be provided as part of our qualification process, and the documents required to be executed in connection therewith can be found on: https://www.shivatech.ai/access.html. For purposes hereof, an "Accredited Investor" means persons who is an Russian resident and qualifies as an "accredited investor" If you cease to be an Accredited Investor at any time, you agree to immediately notify Shiva AI and to refrain from using any Restricted Service.
As part of the registration and qualification process, you will choose a password and a user name. You are responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for all activities that occur under your account. You agree to notify Shiva AI immediately of any unauthorized use of your account or any other breach of security. Shiva AI will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by Shiva AI or another party due to someone else using your account or password.
The Restricted Services may not be used by any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or where Shiva AI is not authorized to provide such information or services.
- Transaction Documents Any offering of securities made through the Site is intended to be made pursuant to an applicable confidential private placement memorandum, a private placement memorandum supplement and subscription agreement related to the applicable entity issuing such securities or other documents of similar import and function (the "Transaction Documents"), all of which must be downloaded and read in their entirety by the User prior to subscribing for or acquiring any such securities. No offering of securities shall be made, and no subscription for or acquisition of any securities shall be binding other than pursuant to duly executed Transaction Documents.
- No Advice You acknowledge and agree that the Site and Services, including any scoring, rating, classification, and comparison data provided, are not intended to and shall not be deemed to constitute the provision of financial, business, professional, tax, or legal advice. You should consult with your advisors and counsel regarding any specific actual or proposed situation or transaction. Shiva AI and its affiliates and their respective data providers offer no advice regarding the purchase, sale, holding, suitability, compliance or default of any particular property, building, loan, investment or security. You acknowledge and agree that your use of the Site and Services, and any decisions made by you in reliance thereupon, are made solely at your own risk.
- Limitation, Suspension or Termination We may, in our sole discretion, temporarily or permanently change, limit, suspend or terminate your access to the Site or any Services (including any Content (as defined below) without prior notice. We may do so based on changes to our business practices (e.g., eliminating Services, etc.), if you violate any terms of these Terms, or for any other lawful reason. You agree that we are not liable to you or any third party for any such action.
Any limitation, suspension, or termination we may impose shall not alter your obligations to us under these Terms. The provisions of these Terms, which by their nature should survive any such action on our part, shall survive including, but not limited to, provisions relating to indemnities, releases, disclaimers, limitations on liability, and the miscellaneous provisions below. Upon termination of these Terms, or in any case determined by us in our sole discretion, your license to use the Content will immediately expire.
- Acceptable Use a) Our Site and Services are provided for your informational and personal use only. When using our Site or any Services, you must comply with these Terms, and all applicable laws. b) Except as expressly permitted by these Terms and Conditions, you may not:
- use our Site or Services in an unlawful or fraudulent manner or for such purposes, to collect personally identifiable information, or to impersonate other users;
- modify or use our copyright, trademark or other proprietary rights notices, or interfere with the security-related features of our Site or Services;
- use our Site or Services in any way to manipulate or distort, or undermine the integrity and accuracy of, any content, or take any action to interfere with, damage, disrupt any part of our Site or Services;
- use our Site or Services to send, receive, upload/post, download, any material which does not comply with our content standards;
- use our Site or Services to transmit or facilitate the transmission of any unsolicited or unauthorized advertising or promotional material;
- use our Site or Services to transmit any data, or upload to our Site or Services any data, that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;
- decompile, reverse engineer or disassemble any portion of our Site or Services;
- use any robot, spider, other automatic device or manual process to monitor or copy our web pages or the content contained our Site or Services, or use network-monitoring software to determine architecture of or extract usage data from our Site or Services;
- engage in any conduct that restricts or inhibits any other user from using or enjoying our Site or Services;
- use our Site or Services for any commercial purpose or in connection with any commercial activity performed, without obtaining our prior written consent;
- frame or mirror any part of the Site or any Services, other than framing on your own intranets or otherwise for your own internal business purposes; or
- access the Site or any Services in order to build a competitive product or service; or (xi) reverse engineer any of the Websites or the Services (to the extent such restriction is permitted by law).
- reconfigure any assessments or content in any way. If reproducing any part of the data, you must maintain the layout and content as displayed on the Services. Under no circumstances should data be re-ordered or combined with other data for supplementary analyses in any context without prior written permission and full disclosure of the intentions of any further analysis.
- Intellectual Property
Our Site, Services and related content (and any derivative works or enhancements of the same) including, but not limited to, all text, illustrations, files, images, software, scripts, graphics, photos, sounds, music, videos, information, content, materials, products, services, URLs, technology, documentation and interactive features (collectively, "Content") and all intellectual property rights to the same are owned by us and/or by third parties, and nothing herein grants you any right in connection with the Content, except for a limited, revocable, non-transferable and non-sub licensable right and license to access and use such Content solely for your personal purposes. Additionally, all trademarks, service marks, trade names and trade dress that may appear on our Site or Services are owned by us, our licensors, or both. Except as expressly set forth herein, you shall not acquire any right, title or interest in our Site or Services. Any rights not expressly granted in these Terms are expressly reserved.
- Services Components
We retain the right, at our sole discretion, to implement limits to the nature of, or your continued ability to access the Services and any data, and impose other limitations at any time, with or without notice, including without limitation, by charging fees. You acknowledge that a variety of our actions may impair or prevent you from accessing or using the Services at certain times and/or in the same way, for limited periods or permanently, and agree that we have no responsibility or liability as a result of any such actions or results, including, without limitation, for the deletion of, or failure to make available to you, the Services. We may from time to time engage certain affiliates or other third parties to provide all or part of the Services to you, and you hereby acknowledge and agree that such third party involvement is acceptable. We may from time to time include as part of the Services computer software supplied by third parties which is utilized by permission of the respective licensors and/or copyright holders on the terms provided by such parties. We expressly disclaim any warranty or other assurance to you regarding such third party software.
- Disclaimers EXCEPT AS OTHERWISE EXPLICITLY PROVIDED TO THE CONTRARY IN ANY APPLICABLE TRANSACTION DOCUMENT, THE SERVICES, INCLUDING THE SITE AND ALL INFORMATION, MATERIALS, ASSEMENTS AND CONTENT PROVIDED IN CONNECTION THEREWITH ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, FITNESS FOR ANY USER'S INVESTMENT OBJECTIVES, FINANCIAL SITUATION, OR MEANS. WE DO NOT WARRANT THAT THE SITE IS FREE OF COMPUTER VIRUSES AND/OR FREE FROM ERRORS. FURTHERMORE, THE SITE, SERVICES AND THE CONTENT PROVIDED IN CONNECTION THEREWITH MAY CONTAIN, BE BASED ON OR OTHERWISE REFER TO ERRORS, INACCURACIES, AND MISCALCULATIONS, PARTIAL OR INCOMPLETE INFORMATION, OUTDATED DATA, MISTAKES OR FAULTS. IN NO EVENT SHALL SHIVA AI BE RESPONSIBLE FOR THE PERFORMANCE OF THE SITE, SERVICES OR CONTENT INCLUDING BUT NOT LIMITED TO, ANY FAILURE, DISRUPTION, DOWNTIME, AND INTERRUPTION OF SERVICES, DELAY, INACCURACY OR OTHER NONPERFORMANCE IN CONNECTION WITH THE SERVICES.
THE SITE OR SERVICES MAY CONTAIN, OR DIRECT YOU TO OTHER WEB PAGES WHICH ARE NOT OPERATED OR CONTROLLED BY SHIVA AI. WE MAKE NO REPRESENTATIONS REGARDING ANY CONTENT CONTAINED IN OR ACCESSED THROUGH THE SITE OR SERVICES, AND WE WILL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, COPYRIGHT COMPLIANCE, LEGALITY OR DECENCY OF MATERIAL CONTAINED SUCH WEB PAGES REGARDLESS OF WHETHER OR NOT SUCH PAGES HAVE BEEN ACCESSED THROUGH THE SITE OR THE SERVICES.
THE SITE OR SERVICES MAY CONTAIN, OR DIRECT YOU TO OTHER WEB PAGES. WE MAKE NO REPRESENTATIONS REGARDING ANY CONTENT CONTAINED IN OR ACCESSED THROUGH THE SITE OR SERVICES, AND WE WILL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, COPYRIGHT COMPLIANCE, LEGALITY OR DECENCY OF MATERIAL CONTAINED IN OR ACCESSED THROUGH THE SITE OR THE SERVICES.
YOU UNDERSTAND THAT EXCEPT AS OTHERWISE EXPLICITLY PROVIDED TO THE CONTRARY IN ANY SPECIFIC TRANSACTION DOCUMENT, SHIVA AI MAKES NO, AND, TO THE FULLEST EXTENT PERMITTED UNDER LAW, HEREBY DISCLAIMS ALL, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE AVAILABILITY, OPERATION AND USE OF THE SITE OR THE INFORMATION, CONTENT, MATERIALS OR SERVICES ON OR ACCESSED VIA THE SITE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT.
WE ARE NOT A REGISTERED INVESTMENT ADVISOR OR BROKER-DEALER, AND WE DO NOT PROVIDE AN INVESTMENT ADVISORY SERVICE OR ANY ADVICE OR RECOMMENDATION WITH RESPECT TO BUYING OR SELLING ANY SECURITIES. WE HAVE NOT OBTAINED ANY LICENSE FROM ANY REGULATORY AUTHORITY IN ANY JURISDICTION WITH RESPECT TO THESE MATTERS.
REGARDLESS OF ANY INFORMATION YOU HAVE RECEIVED TO THE CONTRARY, IN NO EVENT SHALL OUR CUMULATIVE LIABILITY OR THAT OF OUR OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES AND THEIR RELATED COMPANIES EXCEED $50. YOU AGREE THAT THIS IS A FAIR LIMITATION BASED UPON THE MANNER AND COST BY WHICH OUR SITE OR SERVICES ARE PROVIDED TO YOU, AND TAKING INTO ACCOUNT YOUR ABILITY TO USE ALTERNATIVE RESOURCES PROVIDING INFORMATION SIMILAR TO THAT OF OUR SITE OR SERVICES. FURTHERMORE, YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF, RELATED TO, OR IN ANY WAY CONNECTED WITH OUR SITE, SERVICES OR THESE TERMS AND CONDITIONS MUST COMMENCE WITHIN SIX (6) MONTHS AFTER THE CAUSE OF ACTION ACCRUES. CAUSES OF ACTION BROUGHT OUTSIDE THIS TIME PERIOD ARE WAIVED.
You agree to indemnify and hold harmless us and our officers, directors, employees, parents, partners, successors, agents, distribution partners, affiliates, subsidiaries and their related companies from and against any and all claims, liabilities, losses, damages, obligations, costs and expenses (including reasonable attorneys' fees and costs) arising out of or related to: (i) your access to or use of our Site or Services; (ii) any actual or alleged violation or breach by you of these Terms or any Additional Terms (as such term is defined below); (iii) any actual or alleged breach of any representation, warranty or covenant that you have made to us; and/or (iv) your acts or omissions. You agree to fully cooperate with us in the defense of any claim that is the subject of your obligations hereunder.
- Confidentiality You acknowledge that as a User you will be given access to Confidential Information. For purposes hereof, "Confidential Information" shall include all information of any nature in tangible or intangible form provided or made available to use by access to the Restricted Services other than information that is a becomes part of the public domain without any action by you in violation of these Terms, and Related Terms. You agree not to use Confidential Information other than for the purpose for which it was provided or disclose to any third party any Confidential Information. You agree to take reasonable precautions to protect the confidentiality of all Confidential Information, using no less than reasonable care. Upon termination or expiration of these Terms for any reason, you will return to Shiva AI or destroy, at Shiva's request, all Confidential Information and all documents or media containing any such Confidential Information and any and all copies or extracts thereof.
- Governing Law; Jurisdiction
- These Terms shall be construed in accordance with the laws of the State of Israel without regard to its conflict of laws rules.
- Any claim or dispute between you and us that arises in whole or in part from your use of the Services or the Site shall be decided exclusively by a court of competent jurisdiction located in Tel Aviv, Israel, and you hereby consent to, and irrevocably waive all defenses of lack of personal jurisdiction and forum non convenient with respect to venue and jurisdiction in the courts of Tel Aviv.
- If there is a dispute between you and anyone accessing our Site or Services, or you and any third party in connection with our Site or Services, you understand and agree that we are under no obligation to become involved. In such instances, you hereby release Shiva AI and its officers, directors, employees, parents, partners, successors, agents, affiliates, subsidiaries and their related companies from any and all claims, demands and damages of every kind or nature arising out of, relating to or in any way connected with such dispute.
- Copyright Infringement
- We may remove or disable, in our sole discretion, access to material on the Site or Services or hosted on our systems that may be infringing third parties rights (including, without limitation, copyright of others).
- If you believe that any material on the Site violates this Agreement or your intellectual property rights, please notify Shiva AI as soon as possible by sending an email to: [email protected], with the following information: (i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) your contact information, including your address, telephone number, and an email address; (v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
- User Provided Content. In the event the Site or Services allow you to contribute content, including by uploading data and information, posting messages, sending or sharing files and communicating with others you agree not to post, upload, e-mail, transmit, distribute, or otherwise make available through the Site or Services any data, text, images, files, links, software, or communications ("User Content") that (i) we consider, in our sole and absolute discretion, to violate any applicable laws; (ii) restricts or inhibits any other user from using and enjoying the Site or Services; (iii) is threatening, abusive, harassing, defamatory, obscene, offensive, harmful, obnoxious, pornographic, profane, or indecent; (iv) contains viruses, worms, Trojan horses, harmful code, or any other element or component that has a capacity or potential to interrupt, destroy, interfere with, permit the unauthorized use of, or limit the functionality of any computer software or hardware, any telecommunications equipment, or any communications network; (v) violates or infringes the rights of others, including without limitation rights under copyright, trademark, or patent law; rights of privacy or publicity; rights under defamation law; or rights under any securities or other applicable law; (vi) sells or promotes any product or service; (vii) promotes, solicits, or partakes in any multi-level marketing or pyramid scheme; (viii) posts or transmits any unsolicited advertising, or promotional materials (spam); or (ix) provide a false identity or claim a relationship between you and any business, organization, or person for which you are not authorized or legally permitted to claim such a relationship. By posting, transmitting, inputting or uploading User Content to the Websites or Services, you warrant that such User Content does not violate or infringe the rights of any third parties. In addition, you automatically grant Shiva AI and its affiliates, under all of your intellectual property rights, a royalty-free, perpetual, irrevocable, non-exclusive, worldwide license (with the right to grant sublicenses) to use, copy, modify, distribute, publicly display, perform, and otherwise exploit such User Content, without compensation to you. We have the right (but do not have any obligation) to prohibit or restrict your conduct on the Websites and Services and to edit, block, or remove any User Content, in whole or in part, which in our sole and absolute discretion we believe violates these Terms of Service, or is otherwise objectionable.
- No Duty to Monitor the Site/Services. You understand and agree that we have the right, but not the obligation, to monitor the Site and Services, including to remove content from the Site or Services, and for any reason. You further understand and agree that we reserve the right (but not the obligation) to review, edit, or delete any User Content before it is posted to the Site or Services, and to refuse to allow User Content to be posted for any reason in our sole and absolute discretion.
- We may at any time update or modify these Terms. We also may, in some instances, need to provide you with operating rules or additional terms that govern your use of parts of our Site or any Services ("Additional Terms"). Accordingly, you agree that we may at any time provide you with Additional Terms, or update or modify these Terms, as appropriate or necessary. To the extent any Additional Terms conflict with these Terms, the Additional Terms will prevail.
- Modifications to these Terms or any Additional Terms will be effective upon: (a) notice, either by posting on our Site or by email notification; and (b) your subsequent use of our Site or Services. It is your responsibility to review these Terms and the Site from time to time for any changes or Additional Terms. Your access and continued use of our Site or Services following any modification of these Terms and Conditions or the provision of Additional Terms will signify your consent to and acceptance of the same.
- No waiver by either of us of any breach or default under these Terms shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used in these Terms are for convenience only and shall not be given any legal import.
- Except where specifically stated otherwise, if any part of these Terms are deemed unlawful or unenforceable for any reason, it is agreed that part of these Terms shall be stricken and that the remaining terms in these Terms shall not be affected and shall remain in force and effect.
- You may not assign these Terms or any of your rights or obligations hereunder, in whole or in part, without our prior written consent.
Last Updated: Oct 2019