Terms of Use

[Last updated on 20.2 , 2020]

 

Welcome to the website SMART BUNDLES in address www.smartfunding.co.il (the “"Site" and "Website"), operated by Smart Funding Ltd., Company No. 515918811(the "Company" and "Smart Funding"). Smart Funding operates, through the Website, an Internet platform as an "Offering Coordinator" as defined in the Securities Law, 1968, to raise funds from the public for the allocation of shares or bonds by raising companies.

The use of the Website is subject to these Terms of Use (the "Terms of Use”) and your consent to the Site’s Privacy Policy. Please read these policies in full before using the Site. Please note that the Terms of Use constitute a binding agreement between You ("You" and "Your") and Smart Funding and that if You do not agree to any of the Terms of Use, You may not use the Site. Your use of the Website constitutes Your agreement to the Terms of Use, as may be modified on the Website from time to time.

 

1. Definitions

The terms below will have the meaning set forth next to them:

 

2. General
   1. Only what is stated in the Terms of Use will obligate Smart Funding. Where there is a contradiction or discrepancy between what is stated in the Terms of Use and what is stated somewhere on the Site or elsewhere, the said Terms of Use will prevail.
   2. Smart Funding reserves the right to change the Terms of Use from time to time. Any Terms of Use update will appear at the top of this page, so the Terms of Use must be reviewed before using the Site. Insofar as the User does not agree to any change in the Terms of Use, the only remedy is termination of the use of the Website. Any change to the Terms of Use will take effect immediately upon posting on the Website under the Terms of Use, unless otherwise stated in the publication regarding the change of the Terms of Use.

 

3. Smart Funding activity

Smart Funding is an Offering Coordinator as defined in section 15B (4a) of the Securities Law and in the Offer Regulations. As such, Smart Funding operates in accordance with all laws applicable to the offer and sale of securities of Offering Companies through the Website. In accordance with and as required by section 35 of the Securities Law, Smart Funding is registered in the Offering Coordinators’ register managed by the Israel Securities Authority ("ISA"). The ISA may revoke Smart Funding's registration in the Offering Coordinators’ register for any reason as set forth in the Securities Law and the Offer Regulations. If the registration is cancelled, Smart Funding will notify Users as soon as possible.

 

4. Website registration
   1. Some of the services and Content on the Site are only available to registered Users.
   2. In order to register for the Site, the User must open a User Account with a personal login code, by filling out dedicated registration forms (the "User" and User Account"). When creating the account, the User is required to provide complete and correct details. Smart Funding reserves the right to examine the details provided and to take measures designed to establish their truthfulness and integrity. The User undertakes to update his details in case of change, and to report to Smart Funding immediately of any material changes.
   3. The User must keep the password to the User Account secure and take all necessary measures to secure it. The User will immediately notify Smart Funding of any unauthorized login to his User Account or information security event that occurred while using the Site. The User is solely responsible for any damage caused to him and/or to Smart Funding and/or other Users of the Website due to unauthorized use of his User Account.
   4. Smart Funding may, at its sole discretion, prevent a User from accessing the Website, including preventing a User from participating in the Offers posted on the Site and/or purchasing Offered Securities within them, refusing to register a User on the Site and suspending or deleting an existing User Account, in one of the cases listed below:

1. The User has violated the Terms of Use and/or his obligations and/or statements under a particular Offer he has participated in, or it turns out that these were incorrect, complete or accurate;
2. The User misled Smart Funding, including by entering and/or transmitting incorrect information on the Site about himself or any third party;
3. Any other case where Smart Funding believes, at its sole discretion, that the denial of access, refusal of registration, or suspension or deletion of an existing registered User Account is required in order to safeguard the interests of Smart Funding and/or other Users.
   5. The User hereby declares that he will have no claim or demand in any event that Smart Funding refuses to register for the Website, and/or that his account has been suspended, or deleted by it, as stated above, and that he will not make a claim or demand against Smart Funding and will not be entitled to any remedy or compensation for this.

 

5. Offerings
   1. Smart Funding advertises through the Site Offers from various Offering Companies, as well as details of each Offer, which include, inter alia, the terms of the Offer, the Submission Period, the Minimum Raising Amount, the Maximum Raising Amount, the business plan, the designation for the raising funds, etc., and all as required by law.
   2. The published Offers on the Site are for all Users, but participation in them, including ordering and purchasing the Offered Securities, will be possible after the User completes  an identification process and provides all required information and statements, to the extent and manner determined by Smart Funding, from time to time.
   3. Users may only order Offered Securities during the Submission Period. Until the end of the Submission Period, the Offer Subscribers’ funds will be held in a trust account and invested in accordance with the Securities Law and the Offer Regulations. Each Offer Subscriber shall be entitled to cancel his order for the purchase of the Offered Securities until the end of the Submission Period, and the money paid by the Offer Subscriber will be refunded under the terms of the Offer and the provisions of any law.
   4. If, until the end of the Submission Period, the Offering Company does not raise at least the Minimum Raising Amount stipulated, the Offer Subscribers’ ordering funds, including their profits, will be refunded, all subject to the provisions of the law and the terms of the Offer. If, by the end of the Submission Period, at least the Minimum Raising Amount stipulated in the Offer has been finalized, the ordering Offer funds of the Offer Subscribers, including their profits, will be transferred from the trust account to the Offering Company against the issuance of Offered Securities to the Offer Subscribers, all subject to the provisions of the law and the terms of the offer.
   5. If the Maximum Raising Amount is completed before the Submission Period ends, Offers can be submitted until the end of the Submission Period. At the end of the Submission Period, the Maximum Raising Amount from the Offer Subscribers’ funds, including their profits, will be transferred from the trust account to the Offering Company account, against the issuance of Offered Securities to the Offer Subscribers, pro-rata the Maximum Raising Amount, all subject to the provisions of the law and the terms of the offer. Any amount collected beyond the Maximum Raising Amount will be returned to the Offer Subscribers, according to their share.
   6. It shall be clarified that participation in the various Offers, including ordering and purchasing Offered Securities, constitutes a transaction between the Offering Company and the Investors. Smart Funding is not a party to this deal, but merely provides the platform to execute its competence as a lawful Offering Coordinator.
   7. Smart Funding may participate in the Offers, on its own or through affiliates, including purchasing and/or receiving Offered Securities, at its sole discretion, without the investment of Smart Funding's affiliates expressing any position regarding the feasibility of the participation in the Offer, subject to any provision of law.
   8. Stating and/or approving the User's electronic communications as requested on the Website, including reading, understanding and agreeing to the Content and/or participating in the various Offers published on the Website, including the ordering and purchasing of securities under it, will have legal validity as consent, approval and signature for all intents and purposes, and will charge and credit the User without the need for a physical or other signature of the User.
   9. The Offer ordering on the Offered Securities will be subject to receipt of declaration from the Offer Subscriber, inter alia, of his annual income and his ability to participate in the Offer without exceeding the restrictions on the investment amounts applicable to him in the Offering Company and/or all his investments in accordance with the Offer Regulation. Smart Funding will not accept an Offer order of Offered Securities from a Subscriber Offer who did not provide the required declarations to complete the order. Smart Funding relies on each Offer Subscriber’s declaration and details that he will provide to determine his eligibility to participate in each Offer. The User is solely responsible for updating such details as and when any change is made to them, and for notifying Smart Funding of any material changes therein.

 

6. Restrictions

The User is aware that, according to the Securities Law, restrictions apply to the Maximum Raising Amount allowed for the Offering Company to raise, in a 12-month consecutive period prior to the Offer, and in relation to the Maximum Raising Amount allowed for the non-leading Investor to invest in individual investments and a number of accumulated investments during the 12 months preceding the Offer, in accordance with his annual income, and all as specified in section 15B (4a) of the Securities Law and the Offer Regulation thereunder.

 

7. Risk factors involved in participation of the Offer
   1. The risks involved in investing in securities and participating in an Offer vary, from one Offering Company to another, and depend on, inter alia, the type and nature of its activity and complexity. In view of this, there are risk factors that are not presented below and will be presented to the User as part of the Offer.
   2. Investment in securities of Offering Companies in general, and of Offering Companies in early stages in particular, is characterized by a high level of risk. Early-stage companies are characterized as having limited activity history and uncertainty about their development. The Investor must recognize that he may lose his entire investment.
   3. The risks associated with investing in securities and participating in the Offers published on the Website include the following (in addition to the unique risks each company Offers as specified in each Offer):

1. The Offer is not subject to the Securities Law and the Companies Law that applies to a company offering securities to the public, the ISA has not approved or reviewed the Offer document, and the Company will not be subject to the proposal for disclosure and corporate governance directives designed to protect investors and monitor by the ISA.
2. The possibility that the Offering Company will reach insolvency and/or liquidation, and the proposed securities holders will lose all their investment funds.
3. The possibility of loss of full investment funds, in view of the fact that Investors are minority shareholders, or due to the actions of the Offering or controlling company, including the sale of control of the Offering Company, the sale of its material assets or other transactions with interested parties.
4. The absence of a public market since those Offered Securities are not listed for trading on the Tel Aviv Stock Exchange or any other stock exchange, and therefore the holder of the securities of the Offering Company may not be able to sell the Offered Securities.
5. The holding rate of any Investor in the Offering Company may be diluted as a result of future allocations of his securities, including but not limited to future offerings of the Offering Company, as they may be, all subject to the rights attached to the Offered Securities.
6. Risks associated with investing online according to the Offering model (crowdfunding), including information gaps between Investors, the inability of the public to negotiate investment conditions, and lack of financial incentive to monitor investment given its scope.
7. The price of a proposed security reflects the value of the Offering Company as assessed by the management of the Offering Company, and is not based on the valuation or opinion of a financial entity or any other qualified entity.
8. Unlike many regulated entities that are obligated by requirements designed to protect their financial stability (such as minimum equity requirements), the Offering Company's activities are unsupervised and may be unstable without alerting its securities holders and thus failing to meet its obligations to them.
   4. Given the risks associated with investing in securities in general, and companies in their early stages in particular, Smart Funding recommends Users diversify investments and invest amounts that have the financial ability to absorb their losses.

 

8. Investment consulting
   1. Smart Funding does not provide advice within the meaning of the Regulation of Investment Advice, Investment Marketing and Investment Portfolio Management Law, 1995, and does not have a license for investment advice, investment marketing or investment portfolio management.
   2. Smart Funding or anyone on its behalf does not expressly or implicitly advise and/or recommend any offer or participation, including, but not limited to, advice and/or recommendation regarding raising of capital and/or debt, or the purchase or sale of securities, and it does not provide a rating for the securities offered under the Offers presented on the Site. Any action or use of the services provided on the Site is at the sole discretion of the User, and at its sole responsibility.
   3. The Content provided on the Website is for informational purposes only and should not be considered as any advice and/or recommendation regarding communicating with Smart Funding and/or participation in any Offer or its plausibility. The Content does not constitute a substitute for investment, business, accounting, legal, tax or any other advice required in accordance with each User's individual circumstances. In making an investment decision, Users must rely solely on an examination conducted by themselves and/or someone on their behalf regarding the Offer and its terms, including the benefits and risks associated with its participation.
   4. The publication of any Offer on the Website should not be construed as confirmation of the details contained therein, their reliability or completeness, and this publication does not constitute an opinion on the nature of the securities offered. Smart Funding takes reasonable steps to check that the Offer and its terms comply with the provisions of the Securities Law and the Offer Regulations, as prescribed by it, taking into account the activities of the Offering Company, its scope and complexity. Except for taking reasonable measures as stated in the Offer, Smart Funding does not review the appropriateness or viability of the Offers, the Offering Companies and or controlling shareholders and/or their officers. Smart Funding does not, either expressly or implicitly, state the feasibility of investment in proposed securities and/or the chances of success of the Offering Companies and/or their ability to meet their obligations and representations to Investors.

 

9. Compensation
   1. Use of the Site and participation in the various Offers published therein are free of charge.
   2. Advertising Offers on the Site by various Offering Companies involve payment to Smart Funding as set out in the agreements between it and each Offering Company. An Offering Company may also make additional payments for the preparation of exhibits, documents and reports in connection with the Offer and after the transaction has been completed, all in accordance with the legal provisions and the terms of the Offer.
   3. In addition to the above payments, bank transfer fees and/or clearing fees will be charged by clearing companies in connection with the Offer. Smart Funding will not be charged for clearing fees and/or wire transfer fees that may apply in connection with the payment by Offer Subscriber to Smart Funding and/or Smart Funding to the Offer Subscriber and/or Smart Funding to the Offering Company, which will be deducted from the funds returned to the Offer Subscribers or the funds transferred to the Offering Company.
   4. The User is solely responsible for the payment and reporting of all relevant payments, fees and taxes associated with the use of the Website, including any third-party fees and any applicable tax liability.

 

10. Intellectual Property
    1. The Site and its Content constitute the exclusive property of Smart Funding. Smart Funding is the owner or licensee of all copyrights, trademarks, designs, and other intellectual property rights, whether or not registered, contained on the Website and/or in its Content, including, but not limited to, graphic images, videos, photos, characters, music, sounds, voices or text on the Site and/or in its Content. No use is made of the Website and/or its Content to grant the User any of the intellectual property rights as aforementioned on the Website and/or in its Content, except the right to use the Website and/or its Content in accordance with the conditions under these Terms.
    2. No Content or service provided on the Website shall be deemed to constitute any right to the User, any license, or authority of any kind, expressed or implied, or in any other way that may confer copyright or intellectual property rights of any kind. All Content that Smart Funding or anyone on its behalf publishes or incorporates on the Site, including texts, data, images and videos, and all related intellectual property rights, including copyrights, patents, trademarks, logos, and Website design, are the property of Smart Funding, or it has their use rights. The User may not copy, reproduce, distribute, sell, transmit, or use the Content contained on the Website in any way that infringes Smart Funding’ rights or any rights of any other party, except as expressly permitted by Smart Funding in the Terms of Use or if granted by Smart Funding a written consent to this.
    3. The User is aware that content that it shares, publishes or transmits on the Site will be public domain, and hereby grants Smart Funding  and other Users of the Website a non-limited right to view, reproduce, copy, distribute, market, transmit, make available to the public and make such content and information as any other use under his discretion.

 

11. User statements

The User hereby declares to Smart Funding and the other Users of the Site as follows:

1. That any contract between the User and Smart Funding, the Offering Company and any other User of the Website in connection with the User’s participation in the Offer and the purchase of any Offered Securities, arises from his voluntary and exclusive decision, after exercising his discretion and examining the Offer and the consequences thereof.
2. That the User had at his disposal all the tools and information needed to make a decision regarding participation in the Offer and the purchase of the securities offered under it, and that this information was carefully examined and satisfied by the User.
3. That the User will read carefully the details of each Offer and its terms, make sure that they are understandable and clear to him, before participating in it and ordering suggested securities.
4. That the User is capable of assessing and determining the limitations and risks outlined in the various Offers he participates in, and the business risk of acquiring proposed securities of various Offering Companies and that the User is aware of the possibility of absorbing and is capable of absorbing the loss of the full funds he will invest.
5. That the User has the means, knowledge and experience to withstand the loss of the full money he will invest.
6. That the User is aware of the statutory restrictions on the maximum amount of investment he may invest in a single investment, and the total maximum investment he may invest in a subsequent 12-month period, which applies to all his investments under the Offer Regulations, based on his annual income
7. The User will confirm that he has read carefully the restrictions on the investment amounts stipulated in the Offer Regulations, before responding to any Offer, and that in responding to the Offer, the User does not exceed the restrictions on the investment amounts applicable to him in a single investment in the Offering Company and in all its investments according to the Offer Regulations.
8. That the User is aware that if the investment exceeds the amount applicable to him by investing in an Offering Company and/or the total of the User’s investments according to the Offer Regulations, the User will not be able to participate in the offer and his invitation to purchase Offered Securities will be null and void, and the funds paid for the proposed securities will be refunded to him, according to the law and the terms of the Offer, minus allowable deductions and transfer fees.
1. That his acceptance of the Offer and the purchase of the securities offered is not in contravention of any law or agreement to which the User is party, and does not constitute a breach of any obligation of the User to any third parties.
10. That the User is aware that he will not be allowed to transfer to others his right to purchase the proposed securities ordered by the User, and that the User's investment in the Offering Company was made only for himself, and not for others.
11. That the User has in his possession, all the approvals necessary for investing in the Offering Company and purchasing the Offered Securities, including, as required by law, an accountant's approval that the annual income meets one of the options listed in subsection 15 (b) (1) to (2) to the Offer Regulations.
50. The User is aware that Smart Funding does not, expressly or explicitly, express any opinion on the nature of the Offered Securities and/or the investment viability thereof and/or the chances of success of the Offering Companies and/or their ability to meet their obligations and representations set out in the Offers. In addition, the User is aware that, with the exception of the tests set out in the Offer, Smart Funding does not review the quality of the Offer, the Offering Company and/or the Offering Company's controlling shareholders and/or officers.
1000. The User is aware that Smart Funding relies on the representations of the Offering Companies to ensure that the Offerings and their conditions comply with all the conditions set out in section 15B (4a) of the Securities Law and in the Offer Regulations, and relies on the presentations of the Offering Companies to ensure that no deceits are carried out in the various Offers, without Smart Funding’s own independent review in these matters (except as required by law).
14. The User is aware that Smart Funding relies on the User's statements, as well as the statements of other invitees in the proposals, to ensure that the User and the other recipients of the Offer comply with the investment amount limitations applicable to them.
15. The User is aware that Smart Funding may participate in Offers published on the Website and acquire proposed securities within them, as well as receive Offered Securities in exchange for its services to Offering Companies, as set out in the Offers.

 

12. User obligations

The User hereby obligates towards Smart Funding, as follows:

1. The User undertakes not to use the Website and services in violation of any law, or make any use that may harm Smart Funding or third parties. In general, the User undertakes to use the Website and the information on the Website solely under the law, and not to link to the Website and/or use the Website and/or the information for uploading, downloading, distributing, publishing or transmitting (a) information or other material in any way that violates any rights, including intellectual property rights, privacy protection rights and/or any other right; (B) information or other material that is prohibited for publication or use due to being a threat, injury, insult, libel, defamation, racism or inappropriate content; (C) information or other material that includes a virus or other software that may tamper with Smart Funding computer systems and/or any third parties or in a manner that may restrict or prevent others from using the Website; (D) information or other material that violates any law; or (e) information or other material that includes any advertisement of any kind, without the prior written consent of Smart Funding.
2. The User undertakes not to make changes and/or intervene in any way in the source code of the Website and not to upload any software and/or applications that may harm or damage Smart Funding and/or any other third parties.
3. The User undertakes not to use the services and/or the products and/or the Site in a manner that is not expressly permitted in accordance with the Terms of Use or in any way that exceeds its authorization.
4. The User agrees that, without infringing any other of Smart Funding’s rights, in the event that Smart Funding suspects that the User's use of the Website does not comply with the Terms of Use and/or any law, Smart Funding may follow the User's use of the Site, prevent the User from accessing the Website, transfer the User’s activity patterns on the Site to third parties that prove, in Smart Funding 's opinion, that they are harmed by the User’s activity, and undertake any other action Smart Funding may deem appropriate to protect its property and/or its rights and/or the rights of third parties, and without detracting from any other remedies that it has under any law.
5. The User undertakes not to assist and/or solicit a third party in order to take any unauthorized action on the Site, including the actions listed in section 12.

 

13. Liability and indemnity
    1. Smart Funding is a platform that mediates Offering Companies and Offered Subscribers, enabling companies and entrepreneurs to raise funds from the public in exchange for shares or a listing in the registry. Smart Funding is not a party to the deal between the Offering Company and the Investor, but merely provides the platform to do so, in its competence as a lawful offering coordinator.
    2. All publications and information within the Offering are provided by the Offering Companies. Smart Funding takes reasonable steps to check that the Offer and its terms comply with the provisions of the Securities Law and the Offer Regulations, as prescribed by it, taking into account the activities of the Offering Company, its scope and complexity. With the exception of taking reasonable measures as stated in the Offer, it is made clear that Smart Funding does not check the quality or feasibility of the Offers, the Offering Companies and/or controlling shareholders and/or its officers and is not responsible for it. In addition, Smart Funding does not express its opinion and is not explicitly or implicitly responsible for the merits of investment in proposed securities and/or the chances of success of the Offering Companies and/or their ability to meet their obligations and representations to Investors.
    3. Communication systems (including the Internet), by nature, are not absolute in their protection, and therefore the Site is exposed to technical and other malfunctions (such as, but not limited to, viruses, worms, trojans, force majeure events, malfunctions and/or interruptions in communication lines and remote equipment, etc.), which may affect Site activity and cause Users harm that Smart Funding has no control over and is unable to estimate and anticipate. Therefore, it is clarified that Smart Funding will not be liable for any damage caused by any kind of malfunction, including malfunctions of the Internet and/or communications and/or hardware (including servers) and/or software and/or due to the maintenance of the Site as required from time to time, and/or repairs on the Site. The User hereby exempts Smart Funding from all liability for damage of any kind whatsoever to him and/or any third party as a result of technical malfunctions in the hardware and/or software related to the Website as mentioned above and/or unavailability of the Website, including the actions and/or default and/or negligence of ISPs and/or telephone network providers and/or facsimiles and/or any hardware or software vendor and so on.
    4. Smart Funding does its utmost best ability to make the Content and information appearing on the Site accurate and reliable. However, Smart Funding makes no representations or warranties with respect to the information and Content contained on the Site, including the accuracy, completeness and reliability of the information, and the suitability of the information for any purpose. Smart Funding will not be held liable for any harm or liability arising from any reliance of any of the Users on the Site Content or information contained therein.  
    5. The User undertakes to defend, compensate, indemnify and exempt Smart Funding, its officers, its employees, its shareholders and any other related party, for any claim, demand, damage, expense, liability, or loss caused by any of the foregoing, due to unauthorized use of the Site by User, or due to a violation of the Terms of Use.

 

14. Advertisements
    1. The Site may include advertisements of businesses and/or third parties and/or links to business websites and/or third parties. It is clarified that Smart Funding is not responsible for the Content, reliability, accuracy and legality of the said sites and/or advertisements, their privacy policies, and/or in relation to the suitability of the products and/or services offered within to the User, and it does not recommend and/or encourage the purchase of the products and/or services offered under those websites and/or advertisements. Smart Funding will not be liable for any damage (direct or indirect), expense and/or loss incurred, or allegedly caused, in connection with the use of these sites, due to reliance on the sites or advertisements, Content and or in connection with products or services offered by the said sites and/or advertisements.
    2. The User must examine the suitability of the products and/or services offered by the sites and/or the above advertisements as well as their privacy policies. It is hereby clarified that any transaction made that is based on such advertisements and/or sites will be made with the advertiser, and Smart Funding is not a party to such transaction and shall not be liable for any kind of products and services purchased.

 

15. Electronic links
    1. The Site may include links to websites that are not operated by Smart Funding. These links are for the convenience of the User only, and Smart Funding has no control over these websites and does not bear any responsibility for the Content contained therein. Smart Funding does not guarantee the integrity of the links or that these links are directed to the sites that the link is purportedly linked to. Smart Funding reserves the right to remove any link from the Site or to add additional links at any time.
    2. Links to other sites on the Site do not conclude any support from Smart Funding or for the Content of such sites or any other connection between Smart Funding or those sites or their operators. The Site should not be linked to any site that contains any Content that violates public policy and beliefs or that they or their publication contradicts the law or encourages criminal activity (such as pornographic content, racist or illicit content, defamatory content, content containing threats, etc.).
    3. No Content from the Site should be linked other than the home page, nor should it be displayed or published in any other way, unless the deep link is to a webpage on the Site in its entirety and as is, so that it can be viewed and used in a manner identical to that used and viewed on the Site. In the context of the above, it is prohibited to link Content from the Site separated from the webpages where they appear on the Site (for example, it is prohibited to directly link to an image or graphic file on the Site, but only to the full page where they appear).

 

16. Customer service
    1. Smart Funding customer service is available on Sunday-Friday, from the hours 09:00-18:00, at the phone number: 072-3926116 or by email address: Info@smartfunding.co.il.

 

17. Miscellaneous:
    1. The User agrees that the transmission of information to or from the Website does not create any relationship between the User and Smart Funding other than that set out in the Terms of Use.
    2. The Terms of Use and Privacy Policy, as formulated from time to time, constitute the only valid agreements between Smart Funding and the User, and there shall be no validation to any representations, promises, consents or warranties, whether written or oral, not included in the Terms of Use.
    3. In the event that any clause in the Terms of Use is found to be invalid, unenforceable or illegal for any reason by a competent court, the validity or enforceability of the other Terms of Use shall not be prejudiced. Without derogating from the foregoing, the clause that is found to be invalid, unenforceable or illegal shall be interpreted in possible similarity to its wording and purpose, in such a manner that it is not found to be invalid, unenforceable or unlawful.
    4. To the extent that Smart Funding has not used or delayed use of the right granted to it under the Terms of Use, in a particular case or in a series of cases, this will not constitute a waiver of its right.

None of Smart Funding’s rights can be waived except in writing, in a notice signed by it. Deviation from the Terms of Use by Smart Funding in a particular case or series of cases shall not constitute a precedent and shall not be construed as equivalent to any other case in the future.

1. 5. It is agreed that the exclusive and unique jurisdiction with regard to the Terms of Use, its performance, means, and any matter related and/or arising therefrom, is vested in the competent courts of Tel Aviv only.
   6. Smart Funding may assign its rights on the Website, in whole or in part, to the third party, without the need for the User's consent. The User may not assign any right without the prior written consent of Smart Funding.