Terms and Conditions
PLATFORM TERMS OF SERVICE (“Terms” or “TOS”)
Foundation Israel
Parties: Foundation Israel (the “Foundation,” “we,” “us,” or “Platform Operator”), operating the private platform at foundation-israel.com and related domains, and you (the “User,” “you,” or “Participant”), acting in the capacity of Broker / Sourcer or Operator (individual or authorized representative of an entity).
Recitals
WHEREAS, Foundation Israel operates a private platform for approved brokers/sourcers to submit and manage real estate opportunities, and for approved operators to execute and report on projects, in connection with the Israeli market and related Foundation Capital allocation processes (the “Platform”);
WHEREAS, the parties have executed or will execute the applicable role NDA (Broker NDA or Operator NDA) and the applicable Program Terms;
WHEREAS, these Terms govern overall access to and use of the Platform and are read together with the applicable NDA, Program Terms, Privacy Policy, and Data Processing Notice;
NOW, THEREFORE, by accessing or using the Platform, you agree to be bound by these Terms. If you do not agree, you must stop using the Platform.
1. Acceptance, Eligibility, and Account
1.1 You represent that you have legal capacity to enter these Terms and that information you provide is accurate and complete. 1.2 Access is by admissions approval only and remains subject to Foundation’s ongoing compliance, licensing (where applicable), and eligibility requirements. 1.3 You are responsible for confidentiality of credentials and for all activity under your account. 1.4 Entities. For legal entities, the commercial company is the firm of record; Platform login and legal vault remain with the authorized representative person.
2. Platform Services
2.1 Depending on your approved role: (a) Brokers / Sourcers may use admissions tools, submit and manage Opportunities, and related portal features (licensed track or sourcer track); (b) Operators may use project tools, submit milestone Update Content, and related portal features for assigned Projects. 2.2 Foundation has no obligation to accept any Opportunity, award any Project, or pay any fee under these Terms alone. Fees require a separate written engagement. 2.3 Foundation may monitor Platform activity for security, compliance, audit, and service quality.
3. Acceptable Use and Prohibited Conduct
You agree not to: (a) use the Platform for any purpose other than your approved role under the applicable NDA and Program Terms; (b) share credentials or Confidential Information with unauthorized persons; (c) circumvent access controls, compliance gates, or the legal wall; (d) scrape, reverse-engineer, or interfere with Platform systems; (e) misrepresent identity, authority, license status, deal facts, or project progress; (f) use Confidential Information to circumvent Foundation on Platform Opportunities or Projects; (g) engage in fraud, sanctions evasion, or activity that harms Foundation’s reputation or regulatory standing; or (h) harass staff or other participants.
4. Role-Specific Acknowledgments
4.1 Licensed track. If you participate as a licensed Israeli real-estate agent (רישיון תיווך), you must keep license evidence current and must not perform licensed agency activity on the Platform without required active licensure. Entity licensed participants must maintain an accurate list of licensed agents who will act and each agent’s personal license evidence. 4.2 Sourcer track. Sourcers must not hold themselves out on the Platform as performing Israeli licensed real-estate agency unless properly licensed and placed on the licensed track. 4.3 Operators. You must perform only on Projects Foundation confirms in writing and must maintain any licenses or permits required under Israeli law for the works you perform. 4.4 KYC. You must keep tax/personal ID and, for entities, registrar extracts, directors, and beneficial owner information current as required.
5. Intellectual Property
5.1 The Platform, software, design, trademarks, and documentation remain Foundation’s property. 5.2 Deal Materials and Update Content you submit may be used by Foundation to evaluate Opportunities, operate Projects, and (for Update Content) support investor-facing reporting as described in the Operator Program Terms and NDA. 5.3 You grant Foundation a limited license to host and process content you submit solely to operate the Platform and fulfill legal obligations.
6. Privacy and Data
Privacy is governed by the Privacy Policy and Data Processing Notice, incorporated by reference. By using the Platform you acknowledge processing described in those documents, including KYC/AML and, where applicable, license verification.
7. Termination and Suspension
7.1 Foundation may suspend or terminate access for breach of any Platform agreement, license or permit issues, failed compliance refresh, sanctions issues, or to protect the Platform. 7.2 Upon termination you must cease use of the Platform and Confidential Information. Surviving NDA and Program Terms obligations continue as stated in those agreements. Separate fee or services agreements continue according to their terms.
8. Disclaimers and Limitation of Liability
8.1 THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. 8.2 FOUNDATION DOES NOT GUARANTEE ACCEPTANCE OF OPPORTUNITIES, AWARD OF PROJECTS, FUNDING, OR FEES. 8.3 TO THE EXTENT PERMITTED BY LAW, FOUNDATION’S AGGREGATE LIABILITY ARISING FROM PLATFORM ACCESS UNDER THESE TERMS IS LIMITED TO DIRECT DAMAGES AND EXCLUDES INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. THIS LIMITATION DOES NOT EXCLUDE LIABILITY THAT CANNOT BE LIMITED BY LAW AND DOES NOT LIMIT CLAIMS UNDER A SEPARATE FEE OR SERVICES AGREEMENT ACCORDING TO THAT AGREEMENT’S TERMS.
9. Indemnification
You agree to indemnify and hold harmless Foundation and its officers, directors, and agents from claims, losses, and reasonable attorneys’ fees arising from your breach of these Terms or other Platform agreements, your content or submissions, or your violation of law, to the extent permitted by law.
10. Governing Law and Dispute Resolution
10.1 These Terms are governed by the laws of the State of Israel, without regard to conflict-of-laws rules that would require another law. 10.2 Disputes shall first be submitted to good-faith mediation. If unresolved within thirty (30) days, disputes shall be finally resolved by arbitration under the ICC Rules, by one arbitrator (or three if the amount in controversy exceeds USD 10,000,000), seated in Tel Aviv, Israel, conducted in English (or in Hebrew if both parties agree in writing). 10.3 Interim relief may be sought in the competent courts of Tel Aviv-Jaffa. 10.4 If a mandatory rule of Israeli law requires a different dispute forum for a specific claim, that rule prevails only for that claim.
11. Miscellaneous
11.1 Entire agreement for Platform access together with the applicable role NDA, Program Terms, Privacy Policy, and Data Processing Notice. Deal-specific fee or services agreements control compensation and project scope. 11.2 Foundation may update these Terms with notice via the Platform or email; continued use after the effective date constitutes acceptance where permitted by law. 11.3 You may not assign these Terms without Foundation’s prior written consent; Foundation may assign to affiliates or successors. 11.4 Electronic acceptance via Legal Vault is binding. 11.5 The binding language of these Terms is English. Any Hebrew translation is a convenience presentation only, unless mandatory law requires otherwise for a specific provision. 11.6 Nothing creates partnership, exclusive agency, or employment.