Welcome to 21M Capital! We empower the next generation of angel investing.
Welcome to 21M Capital! We empower the next generation of angel investing in the blockchain & crypto arena.
iCapital Ltd. (“21M Capital”) is an online blockchain & crypto investment arena where founders, angels and token purchasers meet to execute successful and efficient financing. In a two phase participation and contribution process, 21M Capital and other experienced lead investors provide 21M Capital’s network of accredited investors with access to projects’ round of financing. We believe the initial endorsement made by 21M Capital and by experienced blockchain and angel investors is primal to the investment process as it forms a quality control measure for the broader investor community. By providing token purchasers with the opportunity to participate and contribute to projects responsibly alongside experienced angels and lowering the bar for minimal investments, 21M Capital turns millions of people into potential angels, thereby expanding the ecosystem and enabling a large number of startups and projects to get funded.
Our users can be founders of a startup or a blockchain project looking to raise capital, or token purchasers who would like to participate and contribute to startups and blockchain projects in their pre-sale, ICO, STO etc.
These Terms of Service set out the general terms governing your use of the 21MCapital.com website (the “Website”). They apply to you as soon as you first use the Website. By using the Website, or allowing anyone to use the Website through your account, you shall be deemed as agreeing to be bound by these Terms of Service (the “Terms”). These Terms govern your access to and use of the service, Website and applications offered by 21M Capital (the “Service”). If you do not wish to continue to be bound by these Terms, please stop using the Service now.
These Terms of Service constitute a legal agreement between you, as the user of the Website, and 21M Capital Ltd and any of its affiliates, as the owner of the Website (hereinafter referred as “we”, “us” or “21M Capital”). Throughout these Terms we will refer to you as “you” or “the User”.
2. The Basics
21M Capital invites startups, founders and investors to share information about their project with 21M Capital’s community of registered users. It can be in the form of Pitch Deck, Videos, References, Images, whitepapers and Investment Documents.
21M Capital is a community and as such, we expect users to honor one another’s confidential information. However, 21M Capital cannot guarantee that certain users will not distribute or misuse information on the Website. Additionally, given that 21M Capital is an online platform, we cannot prevent unauthorized viewing in a case of a software bug or hacker attack.
21M Capital does not make recommendations of which tokens to purchase, verify the accuracy of statements made by startups, or conduct thorough background checks on investors. Use discretion and judgment before choosing to participate in an opportunity or a token sale. You are responsible for complying with regulation regarding any transaction. You are encouraged to obtain professional advice to protect your legal, tax, accounting, financial or other interests. 21M Capital does not provide consultancy services of any kind. Furthermore, the Website does not purport to contain all information relevant to evaluate a potential investment.
Investing and the purchase of tokens is a long term, high risk investment, also governed by different laws including global anti money laundering (“AML”) and Securities laws. Startups and investors should seek independent legal advice and conduct due diligence on their own account prior to engaging in any transactions. 21M Capital is not responsible for the consequences of transactions that take place on its Website or on any other platform.
Please review the provisions of Appendix A (Risk Factors), which are hereby incorporated into these Terms, and which you must agree that you are aware of before purchasing tokens.
3. The Services
Upon acceptance of these Terms, 21M Capital grants to you a limited, non-exclusive, non-transferrable, revocable license to use the Service. This license can be used solely by you, and can be revoked by 21M Capital at its discretion if misused or exploited in any way. 21M Capital may provide updates to the Services at its sole discretion. 21M Capital is not obligated to pay you or require other parties to pay you with respect to your activity on the Website. 21M Capital, its employees, officers, shareholders, representatives and affiliates may participate in the Service as startups or investors and may provide the startups advisory and/or other services, at their discretion.
4. User Submissions
Our Services display some content that is not ours. This content is the sole responsibility of the entity that makes it available. We may review content to determine whether it is illegal or violates our policies, and we may remove or refuse to display content at our discretion including as we reasonably believe violates our policies or the law.
You give 21M Capital (and those we work with) a worldwide, perpetual, royalty-free license to use, host, store, display, reproduce, modify, create derivative works of (such as those resulting from translations, adaptations or other changes we make so that your content works better with our Services), communicate, publish, publicly perform, publicly display and distribute any content provided by you via or for inclusion in the Service. You understand that we do not guarantee the confidentiality of any content provided by you and/or by other users (“User Submissions“). Ownership in your specific User Submissions shall vest with you. You shall be solely responsible for your User Submissions and the consequences of posting, publishing or uploading them. We have complete discretion whether to publish your User Submissions and we reserve the right in our sole discretion and without further notice to you, to monitor, censor, edit, remove, delete, and/or remove any and all content provided by you at any time and for any reason.
You represent and warrant that you own or have the necessary rights and permissions to use and authorize 21M Capital to use all Intellectual Property Rights (defined below) in and to your User Submissions. You hereby waive any moral rights in your User Submissions, to the extent permitted by law. You also hereby grant each user of the Website or other viewer or user of the User Submission a non-exclusive right to use, reproduce and distribute such User Submissions.
You agree that you will not provide User Submission that is unlawful, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, gives rise to civil liability, violates any law, or is inappropriate or is otherwise malicious or fraudulent.
5. Restrictions on use
Don’t misuse our Services. Don’t: (i) copy, distribute or modify any part of the Site without our prior written authorization; (ii) use, modify, create derivative works of, transfer (by sale, resale, license, sublicense, download or otherwise), reproduce, distribute, display or disclose content of the Website, except as expressly authorized herein; (iii) disrupt servers or networks connected to the Website; (iv) use or launch any automated system (including without limitation, “robots” and “spiders”) to access the Website; (v) circumvent, disable or otherwise interfere with security-related features of the Website or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Website; and/or (vi) interfere with our Services or try to access them using a method other than the interface and the instructions that we provide. You may use our Services only as permitted by law, including applicable export and re-export control laws and regulations. We may suspend or stop providing our Services to you if you do not comply with our terms or policies or if we are investigating suspected misconduct.
6. Registration and Authorization Process
Until you have completed the User Questionnaire and have provided the required Account Verification Documents, as shall be determined by 21M Capital in its sole discretion, you will not be able to act as an investor on our Website or participate in opportunities on the Website. The purpose of the User Questionnaire and Account Verification Documents is to allow us to make a determination as to whether you are likely to have the experience, expertise and knowledge required to understand the risks involved in, and make your own investment decisions about, the opportunities available through the Website. You will be presented with a set of questions, and based on the answers you provide, we will make a determination as to whether or not to authorize you to act as a token purchaser. In the case of a corporate or entity, completion of the User Questionnaire and Account Verification Documents by your representative constitutes completion by you, and the outcome of such completion will be binding on you even if you subsequently replace your representative.
Not every applicant on our Website is allowed to act as a token purchaser and/or participate and contribute to rounds. There may be regulatory limitations that apply on us and which we will need to assess prior to approving you as an authorized token purchaser. In order to become an authorized token purchaser on our platform, as well as completing our Investment Questionnaire and providing all Account Verification Documents referred to above, you must self-certify yourself as an “accredited investor” or such similar term under applicable regulation (collectively “Accredited”) as promulgated under applicable law and further described in these Terms of Service below. The definition of an Accredited investor varies in each country. You acknowledge that the term “accredited investor” has specific definitions under applicable statutory rules and regulations, and that 21M Capital is relying on the authenticity of your statements as proof that you fall within the relevant definition. You may only self-certify if the contents of the relevant statement actually apply to you, meaning that you are in fact an “accredited investor” as set forth electronically on our Website. These measures aim to protect our start-up companies from being deemed to make a “general solicitation” of their securities when using our Service. As regulation is complicated and can sometimes be ambiguous, we do not promise that the regulator concurs with your actions on the Service and 21M Capital may, at any time, reject your self-certification at its sole discretion and without further liability.
Without prejudice to our authorization processes, by executing the Terms you warrant to us that you have the experience, expertise and knowledge to understand the risks involved in, and make your own investment decisions about, investments in startups and that all data provided by you within the Investor Questionnaire is genuine in all respects, accurate and true.
21M Capital may verify the representations investors make based on personal conversations and references.
However, 21M Capital do not conduct a background check to verify the truthfulness of investors’ declarations. 21M Capital is not liable for any false declaration or warranty provided by a potential or actual investor or token purchaser, nor for any act or omission of such investor, including without limitation for any statement by such investor as to whether they are Accredited or not. Startups should be mindful of the regulatory requirements in their jurisdiction and should perform due diligence on potential investors accordingly.
The decision whether to authorize you to act as a token purchaser on our Website platform is entirely that of 21M Capital. We may, at our discretion, permit you to complete the User Questionnaire again at a future date, but we are under no obligation to do so, and you should assume that our initial determination not to authorize you to act as a token purchaser will apply to you until further notice. We are not liable to you for any losses, damages or costs arising from our decision not to authorize you as a qualified token purchaser on our Website.
In order to use some of the services of the Website, you may have to create an account (“Account“). You agree not to create an Account for anyone else or use the account of another without their permission. When creating your Account, you must provide accurate, truthful and complete information. You are solely responsible for the activity that occurs in your Account, and you must keep your Account password secure. You must notify 21M Capital immediately of any breach of security or unauthorized use of your Account. As between you and 21M Capital, you are solely responsible and liable for the activity that occurs in connection with your Account. If you wish to delete your Account you may send an email request to 21M Capital at [email protected].
8. Representations and Warranties of Users
You represent, warrant and certify that:
- You enter into these Terms on your own behalf. You agree to abide by all of the terms and conditions contained herein, and that if any aspect of your participation in 21M Capital violates provisions of local law to which you are subject, you will cease using the Service and close your account.
- You are at least 18 years old.
- The information you provide is truthful and accurate.
- You will interact professionally and in good faith with 21M Capital and members of the 21M Capital community.
- You will not directly or indirectly circumvent 21M Capital and shall not contact or invest in the start-ups presented to you by 21M Capital other than through 21M Capital or as otherwise agreed in advance by 21M Capital in writing.
- You will not share personal information about other members of 21M Capital and shall not transfer or disclose any information provided to you by 21M Capital to any third party, nor use it for any other purpose other than token purchase through 21M Capital.
- You will not violate intellectual property or other rights of any person or start-ups. You will not promote illegal activity, pornography or violence content. You will not sell access to the Service. You will not transmit unwanted electronic communications (“spam”) to other members of 21M Capital community. You must not misuse this Website by introducing viruses, trojans, worms, logic bombs or other material which is malevolent or technologically harmful (“viruses”). You must not attempt to gain unauthorized access to our Website, the server on which our site is stored or any server, computer or database connected to this Website.
- 21M Capital is not responsible of content you view and maybe found inappropriate or untrue. 21M Capital does not make any representation or warranty regarding the accuracy and completeness of content posted on the Website.
9. Token Purchaser Representations and Warranties (for token purchasers)
If you are a token purchaser, you represent, warrant and certify that:
- If you invest on behalf of a corporation, partnership or other entity, such entity validly exists under the applicable laws of the jurisdiction of its organization and; you are authorized to execute and perform token purchaser obligations on behalf of such entity.
- You are an Accredited Investor as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933 of the United States and any similar law that sets forth accreditation criteria in the jurisdiction applicable to the purchaser, and will provide the required supportive written evidence with respect thereto if asked to.
- You shall obtain professional advice prior to purchasing any tokens in order to protect your legal, tax, accounting, financial or other interests.
- The securities and/or tokens you purchase through our Website will be acquired for your own account and you have no intention of selling, reselling, granting or otherwise distributing such securities.
- You acknowledge that the purchase of tokens made by you are highly speculative. You have the knowledge and experience in financial and business matters and are capable of evaluating the merits and risks of making early stage investments. You are able to bear the economic risks of acquiring securities and holding them for a substantial period of time. You acknowledge that any offering published on this Website does not constitute a promise or guaranty by 21M Capital or the founders as to the success of the purchase and involves a risk factor that might result in the loss of your tokens purchased. You acknowledge that you have fully read and acknowledges the risk factors set forth in Appendix A attached hereto.
- You have not entered into an engagement with a broker, finder, financial adviser or anyone acting in a similar capacity that would obligate 21M Capital to pay a fee to any such person in connection with the Service.
- You are not a resident or domiciliary of the United States of America, China, South Korea or any jurisdiction which prohibits token sales and/or any participation therein (a “Restricted Jurisdiction”) or purchasing tokens from a location in a Restricted Jurisdiction.
- You are not a Senior Foreign Political Figure (as defined below), or any immediate family member or close associate of a Senior Foreign Political Figure.
For the purpose of this Agreement “Senior Foreign Political Figure” means a senior official in the executive, legislative, administrative, military or judicial branch of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. In addition, a “senior foreign political figure” includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure.
10. 21M Capital’s Rights
- 21M Capital may discontinue or change the Service at any time and for any reason without liability. 21M Capital may refuse registration or cancel your user account at its discretion.
- 21M Capital may suspend your access to the Service. If you violate the Terms, 21M Capital may pursue other legal remedies.
- 21M Capital may access, preserve and disclose any information as necessary to satisfy applicable law, regulation, legal process or governmental request, to enforce this agreement, to detect and prevent fraud, security or technical issues, to respond to user support requests, or to protect the rights, property or safety of members of the 21M Capital community and the public.
- 21M Capital may delete your account at any time, without further notice to you, which may cause you to lose access to information, connections or other features that might have been associated with your account. 21M Capital will not be liable for any claim based upon termination of an account or removal of content.
- 21M Capital may invite you to chat or participate in blogs, online forums and other functionality and may provide you with the opportunity to contribute to this type of content. Materials transmitted to 21M Capital will be treated as User Submissions as defined above and are non-confidential. Comments, feedback, suggestions and other ideas communicated to 21M Capital are deemed to have been licensed to 21M Capital on a free, irrevocable, perpetual, royalty-free basis.
- 21M Capital has no obligation to invest in any of the fundraising rounds made available for investment to members of 21M Capital.
- 21M Capital may move, edit or delete content or comments from the Service.
11. Privacy and Protection
12. IP Rights
“21M Capital,” “21MCapital.com”, iCapital Ltd., and the 21M Capital logo are trademarks and trade names of 21M Capital. All page headers, logos, graphics and icons are protected to the extent allowed under applicable laws. The Website may include at any given time text, graphics, logos, icons, images, sound clips, video clips and data compilations, which together with the Website’s page layout, underlying code and software are referred to as “Content”.
All of the Content, and all Intellectual Property Rights (as defined below) therein, is the property of 21M Capital, our affiliates or third parties with whom we do business, and this means that it is protected by applicable intellectual property laws and other relevant laws and subject to the license terms set out herein. We reserve all rights not expressly granted in and to the Content. Using our Services does not give you ownership of any intellectual property rights in our Services, our Website or the Content.
You may not use content from our Services unless you obtain permission from its owner or are otherwise permitted by law. These Terms do not grant you the right to use any branding or logos used in our Services. Don’t remove, obscure, or alter any legal notices displayed in or along with our Services. In particular, these Terms do not allow you to use the 21M Capital name or any of the 21M Capital trademarks, logos, domain names, or other distinctive brand features.
“Intellectual Property Rights” means any and all rights, titles and interests, whether foreign or domestic, in and to any and all trade secrets, patents, copyrights, service marks, trademarks, know-how, or similar intellectual property rights, as well as any and all moral rights, rights of privacy, publicity and similar rights of any type under the laws or regulations of any governmental, regulatory, or judicial authority, foreign or domestic.
13. Disclaimer of Warranties
- Applicable law may not allow the exclusion of certain warranties, so to that extent certain exclusions set forth herein may not apply.
- You agree that use of the Website and Service is at your own risk. The Website and Service is provided “as is” and on an “as available” basis without any warranties that is will be free of faults, defects, interruptions and/or errors. Other than as expressly set out in these Terms, 21M Capital does not make any specific promises about the Services or their success. For example, 21M Capital does not any commitments about the content within the Services, the specific functions of the Services, or their reliability, availability, or ability to meet your needs.
- You agree that information, data, commentary and materials on the Website are not intended to amount to advice, and this service should not be relied upon when taking any decisions or actions.
- To the fullest extent permitted by applicable law, the disclaimers of liability contained herein apply to any damages or injury caused by any failure of performance, omission, deletion, interruption, error, delay, virus, communication failure, unauthorized access, theft, destruction, alteration or use of records, whether for breach of contract, negligence, tortuous behavior, or under other cause of action.
- You acknowledge that 21M Capital is not liable for the defamatory, offensive or illegal conduct of third parties, including other users of the Website and Service and operators of external websites and that the risk of injury from the foregoing rests entirely with you. 21M Capital makes no warranty and disclaims all liability regarding the completeness, accuracy, consistency or security of the Service. 21M Capital will not be responsible or liable for harm that results from your use of the Service. 21M Capital has no liability for the deletion of or the failure to store any content and communications maintained by the Service.
- TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, 21M CAPITAL HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE. 21M CAPITAL DOES NOT GUARANTEE THAT THE WEBSITE WILL BE FREE OF BUGS, SECURITY BREACHES, OR VIRUS ATTACKS. THE WEBSITE MAY OCCASIONALLY BE UNAVAILABLE FOR ROUTINE MAINTENANCE, UPGRADING, OR OTHER REASONS. YOU AGREE THAT 21M CAPITAL WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS OF THE INTERNET, SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS. WE DO NOT WARRANT, ENDORSE OR GUARANTEE ANY CONTENT, PRODUCT, OR SERVICE THAT IS FEATURED OR ADVERTISED ON THE SITE BY A THIRD PARTY.
- 21M Capital makes no representation or warranty, express or implied, with respect to any third party data provided to 21M Capital or its transmission, timeliness, accuracy or completeness. 21M Capital will not be liable in any way to you or to any other person for any inaccuracy, error or delay in or omission of any third party data or the transmission or delivery of any such third party data and any loss or damage arising from (i) any such inaccuracy, error, delay or omission, (ii) third-party non-performance, or (iii) interruption in any such third party data due either to any negligent act or omission by 21M Capital or “force majeure” or any other cause beyond reasonable control of 21M Capital.
- Your reliance on, or use of, any User Submission, or interaction with any Website user, is at your sole risk. If you have a dispute with any Website user in connection with the Website or any User Submission, you agree that 21M Capital is not liable for any claims or damages arising out of or connected with such a dispute. 21M Capital reserves the right, but has no obligation, to monitor any such dispute.
14. Limitation of Liability
- TO THE FULLEST EXTENT PERMITTED BY LAW 21M CAPITAL, AND ANY OF ITS FOUNDERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS AND AFFILIATES, WILL NOT BE RESPONSIBLE FOR ANY LOST PROFITS, GOODWILL, REVENUES, OR DATA, OR DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING UNDER THESE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE SERVICE, EVEN IF 21M CAPITAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
- IN ANY EVENT, AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF 21M CAPITAL, AND ANY OF ITS FOUNDERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS AND AFFILIATES, FOR ANY CLAIMS UNDER THESE TERMS, OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE SERVICE SHALL BE LIMITED TO DIRECT DAMAGES ACTUALLY INCURRED UP TO THE LESSER OF (I) THE AMOUNT YOU PAID US TO USE THE SERVICES, IF ANY OR (II) US$500.00 (FIVE HUNDRED US DOLLARS).
- THE LIMITATION OF LIABILITY HEREIN APPLIES TO ALL LIABILITIES IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM YOUR USE OR YOUR INABILITY TO USE THE 21M CAPITAL WEBSITE OR SERVICE, OR ANY OTHER MATTER ARISING FROM OR RELATING TO THE SERVICE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
You will indemnify, defend and hold harmless 21M Capital and its affiliates, and its and their respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from: (i) any damage that might happen as a result of your use of 21M Capital Website, platform and/or Services; (ii) your User Submissions; (iii) your interaction with any Website user; or (iv) your violation of these Terms. You are solely responsible for your use of the Service, for any content you provide, and for any consequences thereof.
From time to time we may update and amend these Terms of Service (all or any part) to take account of changes in the law, in our business or for any other reason. If we update these Terms of Service, we will post a new version on the Website, and as soon as you use the Website after they are posted, you will be deemed to have agreed to the updated version. If there is a conflict between two versions of the Terms of Service to which you have agreed or been deemed to agree, the more recent version shall take precedence unless it is expressly stated otherwise.
These Terms remain in full force and effect for as long as you use our Service, unless terminated by 21M Capital. 21M Capital in its sole discretion, has the right to terminate these Terms and/or your access to the Website, or any part thereof, immediately at any time and with or without cause and shall have no liability in relation thereto. Upon termination of these Terms for any reason, you shall remove from all computers and storage all copies of any intellectual property owned by 21M Capital or other users of the Service that you acquired via the Website or otherwise. Your representations in this agreement and any other provisions which by their nature are designed to survive termination (including your non-circumvention and indemnification commitment) shall survive any termination or expiration of these Terms.
18. Links to Other Websites
21M Capital permits you to link to the Website provided that: (i) you link to but do not replicate any page on this Website; (ii) the hyperlink text shall accurately describe the Content as it appears on the Website; (iii) you shall not misrepresent your relationship with 21M Capital or present any false information about 21M Capital and shall not imply in any way that we are endorsing any services or products, unless we have given you our express prior consent; (iv) you shall not link from a website which prohibits linking to third parties or from a website which contains content that (a) is offensive or controversial (at our discretion), or (b) infringes any intellectual property, privacy rights, or other rights of any person or entity; and/or (vi) you, and your website, comply with these Terms and applicable law.
These Terms shall constitute the entire agreement between you and 21M Capital concerning the Website. We have made every effort to ensure that these Terms of Service adhere strictly with the relevant provisions of applicable laws. However, in the event that any of these provisions are found to be unlawful, invalid or otherwise unenforceable, that provision is to be deemed severed from these Terms of Service and shall not affect the validity and enforceability of the remaining Terms of Service in any manner. You and 21M Capital are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and 21M Capital. You must not under any circumstances make, or undertake, any warranties, representations, commitments or obligations on behalf of 21M Capital. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by 21M Capital without restriction or notification to you. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
20. Governing Laws and Dispute Resolution
These Terms and the Services provided by 21M Capital are governed by the laws of the State of Israel, although it may be accessed and used throughout the world. By accessing or using the Services, you and 21M Capital each agree that the substantive laws of the State of Israel will govern with respect to all matters relating to or arising from these Terms, or the use (or inability to use) the Services and/or 21M Capital Website, and that such laws will apply without regard to principles of conflict of laws. You and 21M Capital agree and hereby submit to the exclusive jurisdiction and venue of the appropriate courts located in Tel Aviv, Israel with respect to such matters.
Last Updated: January 30, 2019
Appendix A – Risk Factors
You confirm that:
(i) You are aware that the blockchain and cryptocurrency ecosystems are new and extremely volatile markets that entail material uncertainties, limitations and risks, including as resulting from the fact that such markets are not yet fully and/or partially regulated by global governmental and tax authorities, and that material global changes, including regulatory changes, may take place (whether foreseeable or not) that can adversely affect the investment hereunder and applicable taxes and create substantial losses and liquidity limitations.
(ii) You are aware that the potential investment opportunity or any tokens may in future be affected by newly implemented regulations. Numerous regulatory authorities across jurisdictions have been outspoken about considering the implementation of regulatory regimes which govern distributed ledger technologies, businesses and activities as well as cryptocurrencies and cryptocurrency-related businesses and activities. The start up or the tokens may be affected by newly implemented regulations relating to distributed ledger technologies, businesses and activities as well as cryptocurrencies and cryptocurrency-related businesses and activities, including having to take measures to comply with such regulations, or having to deal with queries, notices, requests or enforcement actions by regulatory authorities, which may come at a substantial cost and may also require substantial modifications to a business and/or the anticipated token functionality. This may result in decreased usage of and demand for the business and the tokens. It is difficult to predict how or whether governments or regulatory authorities may implement any changes to laws and regulations affecting distributed ledger technology and its applications. The startup may also have to cease operations in a jurisdiction that makes it illegal to operate in such jurisdiction, or make it commercially unviable or undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction.
(iii) Because cryptographic tokens may be based on the blockchain protocol, any malfunction, breakdown or abandonment of the blockchain protocol may have a material adverse effect. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the tokens and the network by rendering ineffective the cryptographic consensus. As with other decentralized cryptographic tokens based on the Blockchain protocol, the tokens are susceptible to attacks by miners in the course of validating token transactions, including, but not limited, to double-spend attacks, majority mining power attacks, and selfish-mining attacks.
(iv) A private key, or a combination of private keys, is necessary to control and dispose of Tokens stored in your digital wallet or vault. Accordingly, loss of requisite private key(s) associated with your digital wallet or vault storing Tokens will result in loss of such tokens. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet service you use, may be able to misappropriate your tokens.
(v) Hackers or other malicious groups or organizations may attempt to interfere with the network or the tokens in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus- based attacks, Sybil attacks, smurfing and spoofing. Furthermore, because the Blockchain network is based on open- source software there is a risk that a third party or a member of the token issuer team may intentionally or unintentionally introduce weaknesses into the core infrastructure, which could negatively affect the network and the tokens.
(vi) The tokens are intended to be used solely within the Network, and the token Issuer will not support or otherwise facilitate any secondary trading or external valuation of tokens. This restricts the contemplated avenues for using tokens to the provision or receipt of services and could therefore create illiquidity risk with respect to the tokens you hold. Even if secondary trading of tokens is facilitated by third party exchanges, such exchanges may be relatively new and subject to little or no regulatory oversight, making them more susceptible to fraud or manipulation. Furthermore, to the extent that third parties do ascribe an external exchange value to tokens (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile and diminish to zero.
(vii) Unlike bank accounts or accounts at some other financial institutions, Tokens are uninsured unless you specifically obtain private insurance to insure them. Thus, in the event of loss or loss of utility value, there is no public insurer, such as the Federal Deposit Insurance Corporation, or private insurance arranged by us, to offer recourse to you.
(viii) The tax characterization of tokens is uncertain. You must seek your own tax advice in connection with purchasing tokens, which may result in adverse tax consequences to you, including withholding taxes, income taxes and tax reporting requirements.
(iX) It is possible that, due to any number of reasons, including, but not limited to, an unfavorable fluctuation in the value of Ether (or other cryptographic and fiat currencies), decrease in the tokens’ utility, the failure of commercial relationships, or intellectual property ownership challenges, the network may no longer be viable to operate and the token issuer may dissolve.
(X) You are aware that cryptographic tokens are a relatively new and dynamic technology. In addition to the risks above, there are other risks that we cannot anticipate.