YouVC Terms and Conditions

[Effective as of: April 1, 2023]

Welcome to YouVC. Please read on to learn the rules and restrictions that govern the use of our Services (as defined below). Should you have any questions, comments, or concerns regarding these terms or the Services, please contact us at [email protected].

ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND YOUVC WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

Acceptance of the Terms of Service

(1) These Terms and Conditions are entered into by and between you or your business entity (“You” or the “User”) and YouVC Holdings LTD (“YouVC,” “Company” or “We”). The following Terms and Conditions (the “Terms”), govern access to and use of the website and applications provided by us, including any content, functionality and services offered on or through our website and applications (the “Services”).

(2) Please read the Terms carefully before you start to use the Services. By signing and/or by clicking accept or agree when this option is made available to you, you accept and agree to be bound and abide by the Terms during your use of the Services and our Privacy Policy (https://www.youvc.io/privacy-policy), incorporated herein by reference. Should you choose not to agree to these Terms or the Privacy Policy, do not subscribe, register, or use this Service. Your use of the Services shall also be subject to the terms and conditions of YouVC PLATFORM USAGE AGREEMENT (“USAGE AGREEMENT”), in the event of conflict between these Terms and the USAGE AGREEMENT, the USAGE AGREEMENT will prevail.

(3) Our Service is not intended for anyone under 18 years of age. No one under age 18 may provide any information to the Company or the Service. We do not knowingly collect personal information from anyone under 18 years of age. If you are under the age of 18, do not use or provide any information on this Service or through any of its features, make any purchases through the Service, use any of the interactive or public comment features of this Service, or provide any information about yourself to us. If you believe we might have any information from or about anyone under the age of 18, please promptly contact us at [email protected].

Changes to the Terms

(1) We may revise and update these Terms from time to time at our sole discretion. All changes are effective after 30 days from the date they are posted on our website.

(2) Your continued use of the Service following the posting of revised Terms means that you accept and agree to such changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.

Description of the Service

(1) YouVC is a digital platform that provides a service for the creation and management of Special Purpose Vehicles ("SPVs") or other investment vehicles for investments in private portfolio companies. The Service includes administrative support throughout the lifecycle of an SPV and can be categorized into the following types:

• (a) User Onboarding: The User can create a User profile on the YouVC platform to access the Service.
• (b) SPV Management: Customers can create and manage an SPV on the YouVC platform, as described in the USAGE AGREEMENT and respective Order Forms between the Company and the Customer.
• (c) Investment: You and other Users can invest in an SPV and access administrative tools throughout the lifetime of the SPV.
• (d) Sale or Purchase of Interest: Customers can facilitate the sale or purchase of interest in an SPV.
• (e) Other Services: YouVC provides other services to their Customers and users through the digital platform, YouVC's or third-party applications, or other methods (whether online or offline).

(2) The Service provided to Customers and users by YouVC may include:

• (a) Management and Use of Investor Data and Personal Information: YouVC manages and uses Investor Data and Personal Information as described in the Privacy Policy and the section entitled "Investor Data Ownership and License; Use of Investor Data".
• (b) Issuance of Contracts and Amendments: YouVC facilitates the issuance of contracts and amendments related to the creation and management of SPVs.
• (c) Facilitation of Equity Secondary Transactions: YouVC facilitates equity secondary transactions as part of the Service.
• (d) Compliance with Applicable Rules and Regulations: YouVC leverages their compliance application programming interface ("APIs") to comply with tax, regulatory, ISA and any other applicable rules and regulations, such as, but not limited to, DocuSign, Auth0, SendGrid, AWS, and MongoDB Atlas.

Limitation of Services

User acknowledges and agrees that YouVC is subject to certain responsibilities and obligations imposed by U.S. federal, state, and non-U.S. securities laws, as well as the rules and regulations of stock exchanges, the National Association of Securities Dealers, Inc. (NASD), in-house "due diligence" or "compliance" departments of licensed securities firms, and other applicable laws and regulations.

Therefore, User hereby expressly acknowledges and agrees that YouVC cannot and will not perform any actions on behalf of User or Customer that would require YouVC or its affiliates to be subject to regulation under U.S. federal, state, or non-U.S. securities laws. This includes, but is not limited to, actions required of registered investment advisers, broker-dealers, or similarly regulated entities.

YouVC's Services are expressly limited to the activities described in these Terms, USAGE AGREEMENT (including Order Forms), and/or any contemporaneous agreement between YouVC and User. It is the sole responsibility of User and Customer to ensure that all activities related to the implementation, registration, and ongoing management of the SPV(s) comply with applicable laws and regulations.

Notwithstanding the above, YouVC will not provide legal advice. User must obtain its own legal counsel for any matters related to the Services described herein.

YouVC shall not be required to maintain or expand its facilities, incur any capital expenditures, employ additional personnel, or maintain the employment of any specific persons in order to provide the Services to User.

User acknowledges and agrees that the limitations set forth in this section are reasonable and necessary to enable YouVC to provide the Services in compliance with applicable laws and regulations.

Accessing the Services and Account Security

(1) To use our Services, you must first register for an account. Once your registration is successful, you will be given login details, including a unique email and password that will allow you to access your account (the “Account”) and the Services.

(2) You are solely responsible for the following: (a) Making all necessary arrangements to access the Services; and (b) Ensuring that any person who accesses the Services through your Account is aware of these Terms and complies with them.

(3) To access the Services or certain resources that they offer, we may request that you provide certain registration details or other information. You must ensure that all information you provide is accurate, up-to-date, and complete. By using the Service, you agree that all information you provide to us for registration or through any interactive features on the Service is governed by our Privacy Policy. You consent to all actions that YouVC takes with respect to your information consistent with our Privacy Policy.

(4) If we provide you with a username, password, or any other information as part of our security procedures, you must maintain the confidentiality of this information and not disclose it to any third party. Additionally, you acknowledge that the Account is created for your specific business entity or for your individual use only, and you agree not to share your username and password with anyone. If you believe that someone has gained unauthorized access to your Account or that there has been a security breach, you must notify us immediately. When accessing your Account from a public or shared computer, you should exercise caution to prevent others from viewing or recording your password or other personal information.

Usage Restrictions

User shall not:
(a) Modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Service;

(b) Reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Service, or any part thereof;

(c) Remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Service, including any copy thereof;

(d) Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Service or any features or functionality of the Service, to any third party for any reason, including by making the Service available on a network where it is capable of being accessed by more than one device at any time;

(e) Remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Service;

(f) Offer, advertise, or promote, in any manner, any services or products that may compete with those provided by us to users identified through the Service.

If you wish to make any use of material on the Service other than that set out in this section, please address your request to [email protected].

You acknowledge and agree that any unauthorized use of the Service, or any of its features or functionalities, or any breach of the usage restrictions set forth in this section may result in irreparable harm to us, for which monetary damages would be inadequate, and you consent to our obtaining any injunctive or equitable relief that we deem necessary or appropriate in such circumstances.

License; Reservation of Rights

License: Subject to your compliance with these Terms and Conditions, we grant you a limited, non-exclusive, non-transferable, non-sub licensable license to access and use our Service. This license does not include any right to resell any part of the Service or its contents. All rights not expressly granted to you in these Terms and Conditions are reserved and retained by us. You acknowledge and agree that you shall not reproduce, duplicate, copy, sell, resell, visit, or otherwise exploit any part of the Service for any commercial purpose without our express written consent.

Ownership: You acknowledge and agree that the Service is provided under software as a service license, and not sold to you. You do not acquire any ownership interest in the Service under these Terms and Conditions or any other rights other than the limited license granted to use the Service in accordance with these Terms and Conditions. Company and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Service, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in these Terms and Conditions.

Intellectual Property: The Service and all its contents, features, and functionality, including, without limitation, any logos, trademarks, service marks, or other proprietary materials, are the exclusive property of the Company or its licensors and service providers. You shall not use any of our proprietary materials without our express written consent. Any unauthorized use of the Service or its contents may violate copyright laws, trademark laws, trade secret laws, or other laws, rules, and regulations.

Reservation of Rights: We reserve the right to modify, suspend, or discontinue the Service, in whole or in part, at any time without notice. We shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Service. We reserve the right to refuse access to the Service to anyone for any reason at any time.

Termination

Your right to use the Service shall automatically terminate if you violate any of these Terms and Conditions. Upon termination, you must immediately cease all use of the Service and destroy any copies of the Service in your possession.

Survival: The provisions of these Terms and Conditions that by their nature should survive termination shall survive termination, including, without limitation, provisions regarding ownership, intellectual property, reservation of rights, disclaimer of warranties, limitation of liability, and indemnification.

Confidentiality

(i) not to disclose any Confidential Information (as defined below), other than on a “need to know” basis; and (ii) not to use any Confidential Information for any other purposes not provided under these Terms.

Trademarks

The Company name, the terms, the Company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Service are the trademarks of their respective owners.

Fees; Billing and Payment

(1) As a condition of using certain features of the Service, you may be required to pay fees as outlined on our website or in a written contract, such as the Order Form as described in the USAGE AGREEMENT. The billing details and payment terms will also be outlined in these documents. By using the Service, you agree to pay all applicable fees as outlined in these documents.

(2) If you choose to pay by credit card or other payment instruments, the Service will provide a link to our payment processing agent. You are responsible for keeping your billing information up to date and accurate. The Company will not store, retain, or use your billing information except to process your payment.

(3) All bank and transaction fees associated with the payment for the Service, including, but not limited to services of a correspondent bank or transferring money, shall be paid by You. You are responsible for paying any and all such fees, in addition to the fees charged by the Company for the Service. Failure to pay any fees as outlined in these terms may result in the suspension or termination of your access to the Service.

Prohibited Uses

(1) The User is only allowed to use the Service for lawful purposes and in accordance with these Terms. By using the Service, you agree not to use the Service in the following ways:
(a) In any way that violates any applicable laws or regulations, including but not limited to any laws regarding the export of data or software to and from Israel or other countries;
(b) For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way, including by exposing them to inappropriate content, asking for personally identifiable information, or any other method;
(c) To send, knowingly receive, upload, download, use, or re-use any material which does not comply with the content standards set out in these Terms;
(d) To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail,” “chain letter,” or “spam” or any other similar solicitation; and
(e) To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity, including by using e-mail addresses or screen names associated with any of the foregoing.

(2) In addition to the above, you agree not to:
(a) Use the Service in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Service, including their ability to engage in real-time activities through the Service;
(b) Use any robot, spider, or other automatic device, process, or means to access the Service for any purpose, including monitoring or copying any of the material on the Service;
(c) Use any device, software, or routine that interferes with the proper working of the Service;
(d) Introduce any viruses, trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful;
(e) Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Service, or any server, computer, or database connected to the Service;
(f) Attack the Service via a denial-of-service attack or a distributed denial-of-service attack; or
(g) Otherwise attempt to interfere with the proper working of the Service.

The above-mentioned prohibitions apply regardless of whether the User is acting on behalf of themselves or on behalf of a third party. Violation of these prohibitions may result in civil and criminal liability. We reserve the right to investigate and take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Service. By using the Service, you agree to cooperate fully with any such investigation.

Monitoring and Enforcement; Termination

This section outlines our rights to monitor and enforce these Terms of Service, as well as the consequences for violating these Terms.

(1) We reserve the right to:
(a) Remove or refuse to post any User contributions that violate these Terms of Service, at our sole discretion, for any or no reason;
(b) Take any action with respect to any User contribution that we deem necessary or appropriate, at our sole discretion, including if we believe that such User contribution violates these Terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Service or the public or could create liability for the Company;
(c) Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy;
(d) Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Service; and/or
(e) Terminate or suspend your access to all or part of the Service, for any or no reason, including without limitation, any violation of these Terms.

(2) Without limiting the foregoing, we reserve the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Service. By using the Service, you waive and hold harmless the Company and its affiliates, licensees, and service providers from any claims resulting from any action taken by any of the foregoing parties during or as a result of its investigations and from any actions taken as a consequence of investigations by either such parties or law enforcement authorities.

(3) However, we cannot review material before it is posted on the Service and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section. In case of any violations of these Terms of Service, we reserve the right to terminate or suspend your access to all or part of the Service without prior notice. You agree that we shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service. You also acknowledge that any violation of these Terms may result in irreparable harm to the Company, for which monetary damages would be inadequate, and you consent to the Company obtaining any injunctive or equitable relief that the Company deems necessary or appropriate in such circumstances.

Content Standards

Introduction

These content standards apply to all users and their contributions, as well as their use of interactive services and are governed by the laws and regulations of the State of Israel. By using our services, you agree to comply with these content standards.

Compliance with Laws

All user contributions must comply with all applicable laws and regulations, including but not limited to, the laws and regulations of the State of Israel.

Prohibited User Contributions

User contributions must not:
(a) Contain defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable material.
(b) Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
(c) Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
(d) Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and our Privacy Policy.
(e) Be likely to deceive any person.
(f) Promote any illegal activity or advocate, promote, or assist any unlawful act.
(g) Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
(h) Impersonate any person or misrepresent your identity or affiliation with any person or organization.
(i) Give the impression that they emanate from or are endorsed by us or any other person or entity if this is not the case.
(j) Contain any material or information that is false or misleading, notably as it relates to investments presented through the Services.

Monitoring and Enforcement
We reserve the right, but not the obligation, to monitor any user contributions and to remove or refuse to post any user contribution for any or no reason upon our sole discretion. We also reserve the right to take any action with respect to any user contribution that we deem necessary or appropriate upon our sole discretion, including if we believe that such user contribution violates the Terms, including the content standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Service or the public, or could create liability for the Company.

Termination
We reserve the right to terminate or suspend your access to all or part of the Service for any or no reason, including without limitation, any violation of these Terms, including the content standards.

Reliance on Information Posted

(1) The information presented on or through the Service is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information, including without limitation any information provided by a User with respect to SPVs/Funds.

(2) Any reliance you place on such information is strictly at your own risk.

(3) WE DISCLAIM all liability and responsibility arising from any reliance placed on such materials by you or any other users of the service, or by anyone who may be informed of any of its contents.

Updates to the Service

(1) The Company may, at its sole discretion, develop and provide updates, upgrades, bug fixes, patches, and other error corrections, and/or new features (collectively, including related documentation, “Updates”) to the Service from time to time. Such updates may modify or delete certain features and functionality of the Service. You acknowledge and agree that the Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality.

(2) It is your responsibility to download and install all Service Updates promptly. You acknowledge and agree that the Service or portions thereof may not properly operate if you fail to do so. You further agree that all Updates will be deemed part of the Service and be subject to all terms and conditions of these Terms. Please note that any material on the Service may be out of date at any given time, and we are under no obligation to update such material.

(3) We reserve the right, at our sole discretion and without notice, to withdraw or amend the Service, including mobile applications and any material, in whole or in part. We will not be liable if for any reason all or any part of the Service is unavailable at any time or for any period. From time to time, We may restrict access to some parts of the Service, or the entire Service, to users, including registered users.

We recommend that you regularly review the Service to ensure that you have the latest version of the Service and all necessary updates. Your continued use of the Service after any Updates constitutes your acceptance of the revised terms and conditions of these Terms.

Investor Data Ownership and Use

All information collected on this Service is subject to our Privacy Policy, and you hereby consent to all actions taken by us with respect to the Investor Data in compliance with the Privacy Policy.

You are solely responsible and liable for the accuracy, completeness, quality, integrity, legality, reliability, and appropriateness of the Investor Data.

Without limiting any rights granted herein, YouVC and its affiliates, employees, contractors, licensors, commercial partners, and subcontractors are granted a nonexclusive, royalty-free right and license to access, collect, use, analyze, disclose, transmit, distribute, modify, reproduce, display, and store Investor Data for the following purposes:
(i) Providing the Services as set forth in these Terms and USAGE AGREEMENT to You and other services or products to You as may be offered by YouVC (or other commercial partners of YouVC) through the YouVC platform from time to time;
(ii) Enforcing YouVC's rights under these Terms or USAGE AGREEMENT;
(iii) Enhancing and improving the services set forth in these Terms and USAGE AGREEMENT; and
(iv) Conducting research, development, and marketing (including for services or products provided by YouVC and/or third parties).

"Investor Data" means all data and other information, including, without limitation, any and all Personal Information (as defined below), from or relating to you that you provided to YouVC (or its affiliates, employees, contractors, licensors, commercial partners (including the Customer) or subcontractors) through or in connection with Services set forth in these Terms and USAGE AGREEMENT or otherwise in connection therewith.

"Personal Information" means any information relating to an identified individual or to an individual who can reasonably be identified, directly or indirectly, by reference to such information, or as personal information or personal data is otherwise defined under applicable data privacy laws, including, without limitation, the Consumer Privacy Act, Cal. Civ.Code §§ 1798.100 et seq., and any and all amendments and any implementing regulations thereto that become effective on or after the effective date of this Agreement.

Notwithstanding anything to the contrary herein, YouVC will not disclose any Investor Data to any third party except as necessary to provide the Services, to comply with applicable laws, regulations, or court orders, or with your prior written consent.