Terms and Conditions

Preamble

Audio Didact Ltd is the owner and operator of this website.

The access to and use of this website and the various services rendered herein and/or hereby from time to time (the “Site”) are subject to the following terms and conditions, as well as the Privacy Policy published in the Site in the following link: Privacy Policy (the “Privacy Policy”), as maybe updated or modified from time to time. The Privacy Policy constitutes an integral part of these Terms and Conditions of Use (“Terms and Conditions”) and the User’s agreement to these Terms and Conditions also constitute an agreement to the Privacy Policy.

The viewer and/or user of this Site (the “User”) confirms that it accepts and agrees to these Terms and Conditions and undertakes to comply therewith:

Waiver and Limitation of Liability

This Site is a technological platform for the exchange of information and communication among Users with regard to investment opportunities in real estate, all as located, obtained and presented by Users. Accordingly, the sole responsibility and liability with respect to any information, communication, transaction, investment, business opportunity, property or any other matter facilitated, offered, presented or made in or through the use of this Site (collectively – the “Information”) lies solely with the respective Users involved, and Audio Didact Ltd, its shareholders, officers, directors, employees, advisers or anyone on their behalves (collectively – “ProjectX”) expressly disclaim any such responsibility or liability. The inclusion of any Users’ obligations, directions, limitations and cautions in these Terms and Conditions with respect to the Information or otherwise the use of this Site, shall not be interpreted or construed so as to create or imply any responsibility or liability on the part of ProjectX towards any User or third party, with regard to such Information or such Users.

The use of this Site and of the Information is in the sole responsibility of the User. ProjectX does not guaranty the level of accuracy of any Information, its completeness, currentness and the level of its suitability for any specific need. Except as expressly provided herein, no verification, inspection and/or investigation has been or shall be made by ProjectX with respect to any User, potential buyer, seller, or Information. The User must make his/her own independent verifications, inspections and investigations with respect to the same prior to making any decision (whether to buy, sell or otherwise) and will take full responsibility for his/her investment decisions whether those decisions result in either profits or losses. User is urged not to take any action based on the Information and without obtaining personal and independent economic, business, legal, accounting and tax advice, taking into account the specific personal needs and details of the User.

Where a proposed “deal” is marked “Verified”, it means that ProjectX has only made a [preliminary verification of the identity of the seller and the existence of the property and confirmed with the seller that the property description and the proposed purchase price are true]. The User must not rely on such verification as conclusive, and must make his/her own independent verification of the aforementioned details as well as such other verifications, inspections and investigations as referred to herein. No recommendation or solicitation on the part of ProjectX may be inferred with respect to any “deal” appearing in this Site, whether the same is marked “Verified” or not.

ProjectX shall not bear any liability of any kind, and the User hereby waives any claims and releases ProjectX from any liability, for any damage, expense or loss which may be incurred, directly or indirectly, as a result of the use of this Site or the Information or the reliance thereon and the use thereof, any omission of information from the Site, any conduct, act or omission of any User and any damage or loss the same may inflict upon any other User or third party (including without limitation in violation of Section 10 above), any breach by a User of any of these Terms and Conditions, intermittent appearance of the Site on the Internet, i ncluding complete cessation of the Site’s appearance, viruses, bugs, malfunctions and failures, loss of data, damages or destruction which may be caused to the User’s computer or any other device through which this Site may be used, as well as from acts or omissions of Users and third parties involved in the uploading of the Site and its preparation and/or the preparation of the Information published in the Site or the data upon which it is based.

Cautionary Statements and Representations

The User understands that certain Information may be presented for illustration purposes only and does not purport to be a full and accurate description of any transaction or property or the terms and conditions thereof, or to contain all information required in order to evaluate said transactions or properties or to make an investment or other business decision.

Nothing contained therein is to be considered as a legal, investment, accounting or tax advice. Numbers, data and forward-looking statements which may be contained in the Information, even if made in good faith by a prudent user, could be merely estimations for impression only based on present intentions, and always involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements to be materially different than those presented herein. Transactions discussed in this Site may be subject to the fulfillment of certain conditions precedent, and the returns thereon may be dependent on the actual receipt of payment from third parties such as income from renting out of the invested property. Said intentions and projections may be changed, and there is no assurance that an investment program will be realized.

The User is aware that an investment in real estate properties involves various risks, including the risk of loss of the investor’s entire investment, and there is no assurance of any income from such investment. The User represents and warrants that he/she is aware of the risks of investing in any property presented in this Site, and will evaluate them prior to making an investment decision.

The User represents and warrants that he/she is knowledgeable and experienced in evaluating investments and experienced in financial and business matters and is capable of evaluating the merits and risks of investing in any property presented in this Site. The User represents and warrants that he/she can bear the economic risk of such investment, can afford a complete loss of the entire investment, and has no need for liquidity in such investment.

Covenants, Prohibitions and Warrantees

By posting or presenting any property or investment opportunity in this Site, the User represents and warrants that the Information provided with respect thereto are true and accurate and not misleading, or have been lawfully obtained from a reliable and legitimate source, and that the presentation thereof is lawful, does not require any authorization, approval, permit or license from any governmental authority or any other third party (or that the same has been lawfully obtained) and does not violate any third party rights.

The User shall not post, contact any other User or a seller or another third party in this Site or based on the Information, or otherwise use this Site or the Information, in bad faith or in a manner involving fraud, deception, misleading, malice, unfair trade or conduct, discrimination, slander, libel, offensiveness, obscenity, breach of confidentiality, violation of proprietary rights, violation of privacy, commitment of any other unlawful act or omission, or otherwise in an inappropriate manner.

The User will not collect any Information (other than by reasonably reviewing the posts and communications directed to the User), including by the use of technological, electronic and/or automated means (such as harvesting bots, robots, spiders, or scrapers). The User shall not use the Site and the Information except for the purposes for which they are designated, and, accordingly, shall not contact any other User or a third party who’s details are specified in the Information, other than in connection with the proposed transaction posted by such other User or in connection with which such third party details have been specified.

The User undertakes to use the Information for User’s own personal needs only and in accordance with these Terms and Conditions, and not to pass on Information from the Site or render advice to third parties based on Information from the Site.

The User will not provide any false personal information in this Site, or create an account for any third party without permission, nor share his/her password, let anyone else access his/her account, or do anything else that might jeopardize the security of his/her account. The use of the internet is unprotected and exposes the user to risks deriving from the structure of the internet web and the use of a personal computer and/or any other end-equipment enabling connection to the web. The User is responsible for all consequences of an unauthorized use of passwords and other security means provided to User, and of User’s personal computer or any other end-equipment. In light of the foregoing, the User must keep the passwords and other means of security in strict confidentiality and prevent any unauthorized use of thereof or of User’s personal computer.

The User represents and warrants that he/she is at least 21 years of age.

User Data and Information

For privacy policy and information security in the Site and the risks involved please refer to the “Privacy Policy”. The Privacy Policy reviews, among other things, the manner in which ProjectX and those authorized to receive Users’ information, use information provided to it by the Users in the Site or which is collected the use of the Site, the risks and the manner in which ProjectX deals with protecting against such risks. Those terms constitute an integral part of these Terms and Conditions and User is requested to review the same.

The User consents to having his personal data transferred to and processed in any country in which ProjectX may store and/or process such data and where such consent is required.

The User confirms that any information provided through the Site, including as part of the registration for services through the Site or during the use of the Site, shall be provided at free will and under full consent and shall constitute a clear approval on the part of the User for ProjectX or anyone on its behalf to use the details provided, and to receive mail through regular mail, electronic mail or otherwise, all subject to applicable law. The User agrees that the information will be provided for the purpose of its processing, storage and/or the completion of the services as indicated herein and in the Privacy Policy, subject to the provisions of the applicable law. The User agrees that the information collected in the Site by ProjectX is available for ProjectX’s free use. If the User is not interested in receiving information on certain matters, User will have the option to choose at any time to be removed from the relevant distribution list.

ProjectX’s Rights

ProjectX reserves the right to remove/amend/edit or require that the User will do the same in respect of any Information posted in this Site, or not to allow the publication of any Information in the Site, all in its sole discretion, it being acknowledged that ProjectX shall be under no obligation to do so and no liability or responsibility on the part of ProjectX shall be inferred or construed from the approval of any such Information or the omission to take any of the above actions.

The User hereby grants ProjectX a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any intellectual property to the extent embedded in or relating to the Information posted by him/her in the Site.

This Site, the information and other elements published herein may be protected under copyright and other intellectual property rights in various jurisdictions. No copying, modification, distribution or commercial use of this site or any element, design, feature, structure or text contained herein or the Information is allowed.

Complaint and Removal

In the event that the User believes that any content posted in this Site violates his/her proprietary or other rights or is otherwise unlawful or harmful to the User, the User may contact ProjectX by e-mail [email protected]_ . specifically identifying the content on which the complaint is based and explaining the complaint and the reasons therefore. ProjectX will review the complaint as promptly as practicable during normal business hours, and, if appropriate in ProjectX’s judgment, may contact the publisher of the relevant content and/or the User and/or remove the relevant content from the Site.

Compliance with Local Laws

The services and Information in this Site are not offered and not directed to Users in any jurisdiction in which the use thereof is not permitted under any local law or regulation. The User shall refrain from taking any action in or through this Site or entering into any transaction which is prohibited under any local law or regulation applicable to the User and/or to such transaction. The User shall not advertise, transact or otherwise engage in any commercial activity on this Site from a country which is embargoed, or in respect of whom commercial activity is otherwise restricted or prohibited, by the country in which this Site is owned or operated, or by any other country to which the relevant transaction relates, or if the User is prohibited from receiving commercial offers, products, services, or software originating from the country in which this Site is owned or operated, or from any other country to which the relevant transaction relates. It is the User’s sole responsibility to consider his legal and regulatory position in the relevant jurisdictions and to ensure that the use of this Site and entering into any transaction based on the Information in this Site do not violate and are not restricted by any law or regulation in all relevant jurisdictions.

Securities

This Site and any Information presented or posted herein do not constitute an offer to sell or solicitation to purchase securities. In no event shall the User use this Site in order to offer the sale or solicit the purchase of securities of any kind in any jurisdiction.

Indemnification

The User undertakes to indemnify upon first demand and hold harmless ProjectX and any constituent person or entity thereof and anyone on their behalves (the “Indemnified Parties”) for and against any damage, loss, payment and/or expense (including attorney’s fees and litigation costs) incurred by any of them as a result of or in connection with a breach of any of these Terms and Conditions and/or any applicable law and/or unauthorized use of the Site or the Information therein and/or otherwise any act or omission of the User, including without limitation for any claim, demand or lawsuit made by any other User or a third party against any of the Indemnified Parties in connection with or as a result of any of the foregoing. The foregoing shall include without limitation any violation by the User of proprietary or other rights of any other User or third party, and any unauthorized, inaccurate or misleading Information provided or offer made by the User through the use of this Site.

Termination for Breach

In the event of any breach by the User of any of these Terms and Conditions and/or any applicable law and/or an unauthorized use of the Site or the Information therein by the User or in the event that ProjectX has otherwise in its sole judgment determined that the use by the User of this Site is or may be detrimental to ProjectX, other Users or third parties, then ProjectX may terminate the membership of the User in the Site and deny access to the Site from the User, with or without notice. The foregoing shall be in addition to, and without derogating from, any other rights or remedy available to ProjectX under these Terms and Conditions and under the law.

Amendment

ProjectX has the right to amend, supplement or replace these Terms and Conditions from time to time, according to its sole discretion, and any such change will be binding upon the User as of the time of its publication in the Site or receipt of a notification thereof otherwise, according to the earlier.

Governing Law and Jurisdiction

These Terms and Conditions and the interpretation thereof and the use of this Site and anything deriving therefrom shall be exclusively governed by the laws of the State of Israel, excluding the conflict of laws provisions thereof, and the laws of any other jurisdiction shall not apply. The courts of the District of Tel Aviv-Jaffa in Israel shall have the sole and exclusive jurisdiction on any matter relating hereto, and the User hereby agrees to service of process (within or outside jurisdiction) made by such courts and shall not commence any legal proceeding in connection herewith in any other jurisdiction.

Miscellaneous

These Terms and Conditions, including the Privacy Policy, constitute the entire agreement between ProjectX and the User regarding the Site and the subject matters hereof, and supersede any prior agreements between the parties with respect to the subject matters hereof.

If any portion of these Terms and Conditions is found to be unenforceable, the remaining provisions will remain in full force and effect.

No failure by ProjectX to enforce any provision hereof will not be considered a waiver on the part of ProjectX.

Non of the User’s rights or obligations hereunder shall be assigned or transferred to anyone else without ProjectX’s consent.

All of ProjectX’s rights and obligations hereunder are freely assignable by it to any third party, provided that the User’s rights shall not be impaired.

These Terms and Conditions shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, and shall not confer any third party beneficiary rights.

All remedies, either hereunder or by law or otherwise afforded to either party, shall be cumulative and not alternative.

The Section headings contained herein are made solely for convenience purpose.

 

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