This website is operated by MENA IL FZE (the “Company” or “MIL”). Throughout the website (“Site”), the terms “we”, “us” and “our” refer to the Company. MIL offers this Site, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.
By visiting our Site and/ or registering as a member (“Members”), you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, entrepreneurs, prospective investors, Members and/ or contributors of Content and all communication between the Company and such Members using email, Telegram or any other electronic communication method.
Please read these Terms of Service carefully before accessing or using our Site. By accessing or using any part of the Site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.
Any new features or tools which are added to the current Site shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.
Furthermore, this Site does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in any jurisdiction where such an offer or solicitation would be prohibited by law.
The only people who are authorized to subscribe for a Member account on the Site are sophisticated investors with personal or professional experience assessing the long-term business prospects of early stage companies and digital assets. Members must understand the risk of investing in early stage companies and digital assets, including the high likelihood of loss, long period of illiquidity, volatility in value, regulatory changes, technical failures in digital asset related hardware or software, security problems including but not limited to unauthorized access to the digital asset wallets and exchanges. In addition, if you are using the Site as an investor, you must qualify as an Accredited Investor or Qualified Purchaser, as defined in (Definitions), and be sophisticated enough to protect your own interests.
Each person using the Site represents that:
- That you have the right, authority, and capacity to enter into this Agreement on your own behalf and on behalf on any entity for whom you are acting and to abide by all of the terms and conditions contained herein, and that if any aspect of your subscribing to this Site violates provisions of the law to which you are subject, you will cease using the Services and close your account;
- That you are at least 18 years old;
- That you shall not use a false name or email address owned or controlled by another person with the intent to impersonate that person or for any other reason;
- That you shall not use a User ID name that is subject to any rights of a person other than yourself without appropriate authorization;
- That you shall be solely responsible for maintaining the confidentiality of your password;
- That you will update your registration information and any information provided to the Company as needed so that it remains true, correct and complete;
- That you will conduct yourself in a professional manner in all your interactions with the Company, be it on the Site or otherwise, and with any other Site user;
- That you will only invest in any company or product that you directly or indirectly know through the Site after carefully reviewing and assessing the terms of the investment, including the related private placement memorandum, subscription agreement and organizational documents as well as any information provided through the Site;
- That you will use your own judgment before making any decision to invest or to accept an investment involving what is to you a material amount of money;
- That you will be solely responsible for complying with applicable law regarding any transaction, including without limitation the determination of whether any investor is an Accredited Investor and whether any investment complies with the terms of local law;
- That you will obtain such professional advice as is appropriate to protect your interests, including legal, tax, accounting and other advice; and
- That you have reviewed and understand the discussion of risks found here.
- That you agree (a) to use the Content only for its consideration internally of a business relationship or transaction between the parties outlined, and its performance in any resulting arrangement, but not for any other purpose, (b) to maintain the Content as confidential, and exercise reasonable precautions to prevent any unauthorized access, use or disclosure, (c) not to copy the Content, (d) not to disclose the Content to any third party other than your employees and agents who have a need to know for the permitted purpose and who are apprised of the confidential nature of the Content and all of the restrictions in these Terms, (e) not to decompile, disassemble or otherwise reverse engineer any Content, or use any similar means to discover its underlying composition, structure, source code or trade secrets and (f) not to export or re-export any Content or product thereof in violation of U.S. or other export control laws or regulations. The terms and conditions of any transaction or possible transaction between MIL and yourself (“the Parties”), the fact that disclosures, evaluations or discussions are taking place, and the status and results thereof will also be held in confidence by both Parties and not disclosed to any third party. Each party shall be responsible for any breach of its confidentiality obligations by its respective employees and agents.
- You agree not to contact, initiate contact, or attempt to do business with, at any time for any purpose, either directly or indirectly, any officers, directors, shareholders, consultants, attorneys, employees, clients, agents or other affiliates of the Content, or otherwise referred by MIL to yourself for the purpose of circumventing, the result of which shall be to prevent MIL from realizing a profit, fees, or otherwise, without the specific written approval of MIL; such approval will be specifically granted in written form by MIL on a case-by-case basis. If such circumvention shall occur, MIL shall be entitled to any commissions due pursuant to the Content or Terms or relating to such transaction.
Each person using this Site holds the Company harmless against any damage that may happen to us as a result of your use of the Site.
- Indemnity. You agree to indemnify and hold the Company and any Company Person harmless (including against costs and attorneys’ fees) from any claim or demand made by any third party due to or arising out of your access to or use of the Site, the violation of this Agreement by you, the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity, or for any Content posted through the Site by you (including claims related to defamation, invasion of privacy or other violation of a person’s rights). Your obligations under the foregoing indemnity may not be offset against any other claim you may have against the Company or any Company Person. You remain solely responsible for all Content that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Services. You agree that the provisions in this paragraph will survive any termination of your account(s).
- Release. You hereby release any claims you may have against the Company and any Person that is in any way related to the Site or your use of Content, including any representations, recommendations or referrals you may receive as a result of your registration with the Site. You are solely responsible for your use of the Site, for any Content you provide, and for any consequences thereof, including the use of your Content by other users and third party partners.
- Confidentiality. By registering with the Site, or otherwise using the Site or viewing content made available in any way, you may have an opportunity to see confidential information. It is expected that you will use discretion in determining what you do with that information. You agree, however, that you will not republish any information you acquire through the Site.
RESERVATION OF THE COMPANY’S RIGHTS
- Right to Control Content. The Company may, but is not required to, monitor or control the Content posted via the Services. Our failure to exercise this right does not give you any right to make a claim against the Company. Any Content that has been uploaded through the Services may be deleted at any time without notice to you.
- Right to Discontinue the Services. The Company reserves the right to discontinue the Services or to change the Services in any way and at any time, with or without notice to you, without liability.
- Right to Terminate User Access. The Company reserves the right to terminate your access to the Services without notice and, if you violate this Agreement, to pursue other remedies at law or in equity. We may delete your account for any reason or for no reason at all, and if we delete your account you will lose all access to any information, connections or other features that may have value to you that may have been associated with your account.
- Right to Refuse or Cancel Registration. The Company has the right to refuse registration of or cancel your user account in its discretion for any reason or for no reason. In addition, the Company reserves the right at all times (but will not have an obligation) to remove or refuse to distribute any Content on the Services and to terminate users and/or reclaim usernames. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce this Agreement (including investigation of potential violations hereof), (iii) detect, prevent or otherwise address fraud, security or technical issues, (iv) respond to user support requests or (v) protect the rights, property or safety of the Site, its users and the public.
- User Acknowledgement. Without limiting the generality of the foregoing, you specifically acknowledge that the Company is exempt from liability to any person for any claim based upon its termination of an account or disabling of access to or removal of any Content, including material it believes, in its sole discretion to violate this Agreement, regardless of whether the material ultimately is determined to be infringing or otherwise prohibited, and regardless of whether such termination or disabling has the effect of reducing the value of any Content or opportunities that might otherwise have been available to you. By using the Services, you agree that notice to you through an email to the email address you provided in your profile constitutes reasonable efforts to notify you of any removal or disabling if such notice is required.
- Comments, Feedback, Suggestions, Ideas, And Other Submissions. The Services may invite you to chat or participate in blogs, message boards, and other functionality and may provide you with the opportunity to create, submit, post, transmit, publish or distribute Content to the Company or to/via the Services. Any such material you transmit to the Company or otherwise through the Services will be treated as non-confidential and non-proprietary. All comments, feedback, suggestions, ideas, forum posts and other submissions disclosed, submitted or offered to the Company in connection with the use of the Services or otherwise, and any chat, blog, message board, online forum, text, email or other communication with the Company, shall deemed to have been licensed to the Company on a nonexclusive, worldwide, royalty-free, perpetual basis.
LIMITS ON THE COMPANY’S OBLIGATIONS
- Introductions. We are not obligated to introduce you to any entrepreneur, startup or investor.
- Verifying Due Diligence. We are not responsible for doing diligence on the entrepreneurs, startups, or investors, or other users you meet through the Site or verifying any representations, materials or other information provided by users to you and we make no representation, warranty, or guarantee of any kind with respect to the accuracy or correctness of the information.
- Verifying Accredited Investor Status. We are not responsible for verifying that that any Member is accredited, is a Qualified Purchaser, or otherwise authorized or appropriate, or for determining whether any use of the Site constitutes a general solicitation of securities under the securities laws of the United Arab Emirates, the Cayman Islands or United States, or the laws of any state or other jurisdiction, including foreign jurisdictions.
- No Recommendations. We do not recommend any startups or digital asset for investment, endorse their fitness for investment or verify or claim the accuracy of information provided by startups on the Site or in our emails or any other communication method. In particular, we do not act as an investment adviser to any Member(s) and no part of this Site is intended to constitute investment advice.
- Client Confidentiality. We are not obligated to maintain the confidentiality of any Content you give us.
- Intellectual Property Rights. The Company has no obligation to monitor or enforce any intellectual property rights that may be associated with Content you provide to us, but the Company does have the right to enforce such rights through any means it sees fit, including bringing and controlling actions on your behalf.
- Business Opportunities. In the event that the Company invests in any business, we are not obligated to make that investment opportunity available to anyone else.
- No Endorsement of Content. The Company does not control or endorse the Content, messages or information found in the Services or external websites that may be linked to or from the Site and, therefore, the Company specifically disclaims any responsibility with regard thereto.
- No Obligation to Display Content. The Company has no obligation to accept, display, review, verify, monitor or maintain any Content submitted by users, user forum posts, commentary, ratings or compliments (“Comments”). We have the right to delete Content or Comments from the Services without notice for any reason at any time. The Company may move, re-format, edit, alter, distort, remove or refuse to exploit Content or Comments without notice to you and without liability. Notwithstanding the forgoing rights, the Company reserves the right to treat Content provided by users and Comments as content stored at the direction of users for which the Company will not exercise editorial control except as required to enforce the rights of third parties and applicable Content restrictions when violations are brought to the Company’s attention.
- Verifying Advertisement Accuracy. The Services may contain or deliver advertising and sponsorships. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion is accurate and complies with applicable laws. We are not responsible for the illegality or any error, inaccuracy or problem in an advertiser’s or sponsor’s Content.
TERM AND TERMINATION
Unless terminated by the Company, this Agreement will remain in full force and effect while you use any of the Services. You may terminate this Agreement at any time by deleting all Content you have provided on this Site and ceasing to use the Services. The Company may terminate this Agreement at any time, particularly if you are suspected of violating any provision of this Agreement. Upon termination of this Agreement for any reason, you shall destroy and remove from all computers, and other storage media all copies of any intellectual property owned by the Company or any other user of the Services that you acquired via use of the Services. Your representations in this Agreement and the provisions of Section (User Obligations) and any other provision of this Agreement which by their nature are designed to survive termination shall survive any termination or expiration of this Agreement.
DISCLAIMERS; LIMITATIONS; WAIVERS OF LIABILITY
- YOU EXPRESSLY AGREE THAT ACCESS TO AND USE OF THE SERVICES IS AT YOUR SOLE RISK AND IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER THE LAWS APPLICABLE TO TERMS OF SERVICE WITH ANY LEGALLY REQUIRED WARRANTY PERIOD TO THE SHORTER OF THIRTY DAYS FROM FIRST USE OR THE MINIMUM PERIOD REQUIRED). WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ITS AFFILIATES OR SUBSIDIARIES, OR ANY OF THEIR DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS, DISTRIBUTORS, LICENSEES OR LICENSORS (COLLECTIVELY, “COMPANY PARTIES”) WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
- TO THE FULLEST EXTENT PERMITTED BY LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE SERVICES UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT AND THAT THE COMPANY PARTIES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICES. YOU FURTHER SPECIFICALLY ACKNOWLEDGE THAT THE COMPANY PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE COMPANY PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OF THE SERVICES AND OPERATORS OF EXTERNAL WEBSITES, AND THAT THE RISK OF THE SERVICES AND EXTERNAL WEBSITES AND OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
- The Company is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or media players on account of technical problems or traffic congestion on the Internet or at any website or combination thereof, including injury or damage to your or to any other person’s computer, mobile phone or other hardware or software, related to or resulting from using or downloading materials in connection with the web and/or in connection with the Services, including any mobile software. Under no circumstances will the Company be responsible for any loss or damage, including any loss or damage to any content or personal injury or death, resulting from anyone’s use of the Services, any Content or third party applications, software or content posted on or through the Services or transmitted to users or any interactions between users of the Services, whether online or offline.
- We make no warranty and disclaim all responsibility and liability for the completeness, accuracy, availability, timeliness, security or reliability of the Services or any Content thereon or any content you receive as a result of your relationship with the Company. The Company will not be responsible or liable for any harm to your computer system, loss of data or other harm that results from your access to or use of the Services or any Content. You also agree that the Company has no responsibility or liability for the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Services. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure or error-free basis. No advice or information, whether oral or written, obtained from the Company or through the Services, will create any warranty not expressly made herein.
- UNDER NO CIRCUMSTANCES WILL ANY COMPANY PERSON BE LIABLE TO YOU FOR MORE THAN THE AMOUNT YOU HAVE PAID THE COMPANY IN THE NINETY (90) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM.
- To the extent any provision(s) relating to arbitration, disclaimer, waiver of liability or any other rights and obligations set forth herein is not permissible or enforceable under foreign laws as applied to users from such foreign jurisdictions, each such provision shall be deemed removed and invalid, but all remaining provisions shall be in full force and effect.
GOVERNING LAW AND ARBITRATION
- This Agreement, any non-contractual disputes arising out of or in connection with it and the arbitration agreement in this clause, is governed by, and shall be construed in accordance with, the laws of the United Arab Emirates.
- Any dispute arising out of or in connection with this Agreement, including any question regarding its interpretation, scope, existence, validity or termination, shall be referred to arbitration under the DIFC-LCIA Rules (the “Rules”) as in force at the date of this Agreement, which Rules are deemed to be incorporated by reference into this clause save as expressly varied herein. The number of arbitrators shall be three.
- The seat (or legal place) of the arbitration shall be the DIFC, with hearings to take place in the DIFC, and the language of arbitration shall be English.
- Any award shall be final and binding on the Parties and may be confirmed in, and judgment upon the award entered by, any court having jurisdiction.
“Accredited Investor” is defined by the SEC in Rule 501 of Regulation D under the Securities Act of 1933 as follows:
- a natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year;
- a natural person who has individual net worth, or joint net worth with the person’s spouse, that exceeds $1 million at the time of the purchase, excluding the person’s primary residence;
- a director, executive officer or general partner of the company selling the securities;
- a business in which all the equity owners are accredited investors;
- a charitable organization, corporation or partnership with assets exceeding $5 million;
- a bank, insurance company, registered investment company, business development company or small business investment company;
- an employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million; or
- a trust with assets in excess of $5 million, not formed to acquire the securities offered, whose purchases a sophisticated person makes.
With respect to persons accessing the Site from outside of the United States, references to “Accredited Investor” status shall include all relevant investor sophistication standard(s) applicable to persons in each such jurisdiction seeking to make private equities or digital asset investments of such nature as enabled by the Site. Specifically, references to “Accredited Investors” accessing this Site from the United Kingdom are those persons who have been certified as a High Net Worth Individual or Self Certified Sophisticated Investor in accordance with the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.
“Content” means any information, text, graphics or other materials uploaded, downloaded or otherwise appearing on the Services. You retain ownership of all Content you submit, post, display or otherwise make available on the Services.
“Qualified Purchaser” is defined under Section 2(a)(51) of the Investment Company Act of 1940. In particular, Qualified Purchasers include:
- any natural person (including any person who holds a joint, community property, or other similar shared ownership interest in an issuer that is excepted under section 3(c)(7) of the Investment Company Act with that person’s Qualified Purchaser spouse) who owns not less than $ 5,000,000 in “Investments” (as defined below);
- any company that is wholly owned directly or indirectly by or for two or more individuals who are related as siblings, spouses (including former spouses) or direct lineal descendents by birth or adoption, spouses of such persons, the estates of such persons, or foundations, charitable organizations or trusts established by or for the benefit of such persons, that owns not less than $ 5,000,000 in Investments;
- any trust that is not covered by clause (2) and that was not formed for the specific purpose of acquiring the securities offered, as to which the trustee or other person authorized to make decisions with respect to the trust, and each settlor or other person who has contributed assets to the trust, is a person described in clause (1), (2), or (4);
- any person, acting for its own account or the accounts of other qualified purchasers, who in the aggregate owns and invests on a discretionary basis, not less than $ 25,000,000 in Investments;
- any company (regardless of the amount of such company’s Investments) beneficially owned exclusively by Qualified Purchasers or by a company’s “knowledgeable employees” (as defined under Rule 3c-54 of the Investment Company Act);
- any company that, but for the exceptions provided for in Sections 3(c)(1) or 3(c)(7) under the Investment Company Act, would be an investment company (hereafter in this paragraph referred to as an “excepted investment company”), provided that all beneficial owners of its outstanding securities (other than short-term paper), determined in accordance with Section 3(c)(1)(A) thereunder, that acquired such securities on or before April 30, 1996 (hereafter in this paragraph referred to as “pre-amendment beneficial owners”), and all pre-amendment beneficial owners of the outstanding securities (other than short-term paper) or any excepted investment company that, directly or indirectly, owns any outstanding securities of such excepted investment company, have consented to its treatment as a qualified purchaser;
- any qualified institutional buyer as defined in Rule 144A under the Securities Act, acting for its own account, the account of another qualified institutional buyer, or the account of a qualified purchaser, provided that (1) a dealer described in paragraph (a)(1)(ii) of Rule 144A shall own and invest on a discretionary basis at least $25,000,000 in securities of issuers that are not affiliated persons of the dealer; and (2) a plan referred to in paragraph (a)(1)(D) or (a)(1)(E) of Rule 144A, or a trust fund referred to in paragraph (a)(1)(F) of Rule 144A that holds the assets of such a plan, will not be deemed to be acting for its own account if investment decisions with respect to the plan are made by the beneficiaries of the plan, except with respect to investment decisions made solely by the fiduciary, trustee or sponsor of such plan; or
- any person (“Transferee”) who acquires interests from a person (“Transferor”) that is (or was) a Qualified Purchaser other than the Company, provided that the Transferee is: (i) the estate of the Transferor; (ii) a person who acquires the interests as a gift or bequest pursuant to an agreement relating to a legal separation or divorce; or (iii) a company established by the Transferor exclusively for the benefit of (or owned exclusively by) the Transferor and the persons specified in this paragraph.
The term Qualified Purchaser does not include a company that, but for the exceptions provided for in paragraph (1) or (7) of section 3(c) of the Investment Company Act, would be an investment company (here after in this paragraph referred to as an ‘‘excepted investment company’’), unless all beneficial owners of its outstanding securities (other than short-term paper), determined in accordance with section 3(c)(1)(A), that acquired such securities on or before April 30, 1996 (hereafter in this paragraph referred to as ‘‘pre-amendment beneficial owners’’), and all pre-amendment beneficial owners of the outstanding securities (other than short-term paper) of any excepted investment company that, directly or indirectly, owns any outstanding securities of such excepted investment company, have consented to its treatment as a qualified purchaser. Unanimous consent of all trustees, directors, or general partners of a company or trust referred to in clause (2) or (3) of subparagraph (i) shall constitute consent for purposes of this subparagraph.
For the purposes of the definition of Qualified Purchaser, the term Investment (as defined under Rule 2a51-1 of the Investment Company Act) means:
- securities (as defined by section 2(a)(1) of the Securities Act of 1933), other than securities of an issuer that controls, is controlled by, or is under common control with, the prospective qualified purchaser that owns such securities, unless the issuer of such securities is: (i) an investment vehicle; (ii) a public company; or (iii) a company with shareholders’ equity of not less than $50 million (determined in accordance with generally accepted accounting principles) as reflected on the company’s most recent financial statements, provided that such financial statements present the information as of a date within 16 months preceding the date on which the prospective qualified purchaser acquires the securities of a section 3(c)(7) company;
- real estate held for investment purposes;
- commodity interests held for investment purposes;
- physical commodities held for investment purposes;
- to the extent not securities, financial contracts (as such term is defined in section 3(c)(2)(B)(ii) of the Investment Company Act entered into for investment purposes;
- in the case of a prospective qualified purchaser that is a Section 3(c)(7) Company, a company that would be an investment company but for the exclusion provided by section 3(c)(1) of the Investment Company Act, or a commodity pool, any amounts payable to such prospective qualified purchaser pursuant to a firm agreement or similar binding commitment pursuant to which a person has agreed to acquire an interest in, or make capital contributions to, the prospective qualified purchaser upon the demand of the prospective qualified purchaser; and
- cash and cash equivalents (including foreign currencies) held for investment purposes. For purposes of this section, cash and cash equivalents include: (i) bank deposits, certificates of deposit, bankers’ acceptance and similar bank instruments held for investment purposes; and (ii) the net cash surrender value of an insurance policy.