‍SparkIL Terms of Use

Welcome to the SparkIL website.

SparkIL operates a social system for credit brokering (as defined in the 2016 Supervision of Financial Services (Regulated Financial Services) Law), by means of the [www.SparkIL.org] website, and any user interface/system based on it.

1. Consent to the Terms of Use and Privacy Policy
   1. Use of the website (the platform) is allowed subject to these Terms of Use, which include the relevant privacy policy and which, together, comprise a legally binding agreement between you and SparkIL Ltd. (PBC) 516113479 (“SparkIL”).
   2. Use, entry or registration to the website constitutes your consent to these Terms of Use (including the privacy policy which you may read at https://www.sparkil.org/en/privacy-policy), and confirmation that you have read and understood these terms. If you do not accept these Terms of Use, please do not make any other use of the website.
   3. Please be aware that we may periodically amend and update the Terms of Use, and we will post the updated Terms of Use on the website accordingly. You understand and agree that the use of the website, and further use thereof following an amendment or update of the Terms of Use, constitute your consent to act in accordance with the Terms of Use, in their most recent form, as periodically updated. If you do not accept and agree to any of the terms, or any update to the Terms of Use, you must immediately stop using the website and our services.
   4. The use of such words as “to us”, “we”, “our” etc. refers to us, SparkIL, and anyone acting on our behalf; and the use of such words as “to you”, “you”, “your” etc. refers to you, the user.

1. Description of the Service and the Platform
   1. The website serves as a platform that provides an online interface between potential borrowers and potential lenders, for the purpose of executing interest free loans.
   2. The platform enables potential eligible borrowers to submit applications for interest free loans from the public, and also enables potential lenders to contribute to providing interest free loans to parties whose activity the users wish to support, subject to all the provisions detailed in these Terms of Use.
   3. The loans provided via the platform are interest free, in sums of up to NIS 90,000. These loans are financed by means of lenders from the public who are interested in supporting the activity of the borrowers, who are able to participate in financing and making credit available to them, in various amounts, whereby a lender does not offer credit to a specific borrower totaling in excess of NIS 90,000. The lenders will only be eligible for repayment of the loan principal (without interest). 
   4. The aim of the platform is to offer these entities – some of whom may be classified by traditional financial entities as high-risk borrowers – access to financing (without interest).
   5. The loans may, inter alia, be used to expand existing businesses, establish a new business, or fund operating capital, in accordance with defined criteria which we determine in our internal credit policy.
   6. SparkIL may, from time to time, collaborate with various service providers, including parties associated with us, so they may act as lenders, through the platform, for the purpose of providing bridge financing or complementary financing, as applicable, at our discretion. For details see the clause on Bridge Financing and Complementary Financing, below.
   7. The lenders’ funds, which are transferred to SparkIL in order to be made available to borrowers as credit, and the monies transferred back to us as borrower’s credit repayments, are administered by SparkIL in a separate trust account, in a banking corporation, on behalf of the lenders and borrowers. The aim is to establish a clear structural distinction between SparkIL’s business operating activity and our own assets, and the monies received from the lenders and returned by the borrowers. For details of the trusteeship terms, see the Trusteeship for the Lenders through the Platform clause, below in these Terms of Use.

1. Precondition for Use of the Platform 
   1. As a platform user you declare and undertake that you: are not precluded from entering into a contractual agreement based on these Terms of Use; are of legal age for providing or receiving loans on a social peer-to-peer lending platform; are legally competent with regard to any legal operations, in accordance with the Israeli Legal Competence and Guardianship Law, 5722-1962, and your competence is not limited by law or any court ruling; and if you enter into an agreement in the name of a corporation you are qualified to accept the Terms of Use and commit to them in accordance with the corporation’s articles of association, and your consent to the Terms of Use is binding on the corporation for all intents and purposes.
   2. You must notify SparkIL, immediately, with regard to any change which occurs in relation to your legal competence which affects your above declaration.

1. The Loan Receiving Process for Borrowers 
   1. A potential borrower is required to contact SparkIL via an online application form on the website, which may also include a short questionnaire to be completed by the borrower and information to be provided on the borrower, the borrower’s business, contemplated use of the loan amount and contact information.
   2. After SparkIL processes the data, ourselves or by means of a third party, the potential borrower will receive a response by email, approving or denying such potential borrower’s application, in accordance with our credit policy and according to our sole discretion. However, we may use third parties (including related parties) to conduct such underwriting and approval process.
   3. If you are not found to be suitable for a loan via the platform, according to our exclusive considerations, your application process will be terminated upon our notice.
   4. Upon approving an application, we will also determine the terms of the loan, which may include, for example, the amount of the loan approved, the duration of the repayment term, the frequency of the repayment installations and the securities that are to be requested for the purpose of providing the loan.
   5. Approved applicants will be asked to fill out their own detailed description, to be published in a dedicated personal page created for their loan application. This page and such description, as well as the terms of your specific loan, will be available to all users of the website, serving as the applicant’s marketing material and solicitation to the public to receive the requested loan. Your fundraising page may not include any false or misleading information, may not include violent messages (or messages inciting violence) or objectionable content (such as hate speech, adult content etc.).

SparkIL will assist in all matters relating to the translation of the fundraising page into the languages of the potential lenders, and particularly into English.

1. If we approve your loan, you will be required to sign a loan agreement according to the terms of the loan we approved for you to raise. The agreement may include securities you will have to provide as a condition for making the loan available (as noted in the wording of the loan agreement), and which will also include a repayment schedule which notes dates based on a timeframe from the time when the loan is made available, and is updated to specific times (dates) near the time when the loan funds are actually transferred, should you manage to raise the approved loan amount by means of the platform. In case of any contradiction between these Terms of Use and a specific loan agreement, the terms of the loan agreement will take precedence.
2. We may require receiving an original executed loan agreement, as well as proof of any required securities, as a precondition to transferring you any and all loan amounts.
3. Operating Fee – the loans provided through the platform are interest-free. However, you may be required to pay a fee to partially cover the platform’s operating costs, in an amount noted in the loan agreement, if at all (which will be, if applied, a percentage – which is uniform for all borrowers – of the loan to be received). The fee amount, if applied, will be added to the loan principal which you are required to repay, as the borrower, and this fee will be paid in installments together with the loan principal in accordance with the repayment table. It is noted that the fee amount, if applicable, will be added to the initial credit sum, which is approved for you for the purpose of the requested business activity, so that, together, they comprise the full loan amount approved to be raised via the platform. Please note that in such case, the loan amount together with such fee, may exceed our limit of NIS 90,000. For example (for explanatory purposes only) should you apply for a loan of NIS 50,000 via the platform, and to the extent the fee will amount to 6.5% of the loan amount, if we approve the full amount we will allow you to raise an inclusive sum of NIS 53,250 via the platform, which is the amount of the principal that will appear in the loan agreement broken down to the initial approval sum and the fee amount. Upon repayment, on each installment the applicable percentage applicable to the fee will be retained by SparkIL and transferred to our corporate account, and the remainder will be repaid to all lenders from the trust account.
4. Once your fundraising page is approved by SparkIL, it will be uploaded to the platform and publicly available for a period of 45 days, or until the full loan amount is raised (other than by means of the Bridge Financing and Complementary Financing), whichever is earlier. Throughout the fundraising period your fundraising page will show your loan fundraising status – in other words, the amount of funds that potential lenders have undertaken to transfer for the purpose of your loan.
5. You cannot raise a loan of an amount that exceeds the amount that has been approved for you (including our fees, to the extent applicable). Therefore, the last commitment to be received from a potential lender will be limited to the difference between the amount that has been raised and the amount of the loan which was approved for you. After this payment is received, your fundraising page, at SparkIL’s sole discretion, may either be taken down or will continue to be displayed as a loan which has been completed, and it will not be possible to add commitments from potential lenders.
6. Shortly after the full amount for your loan is received in the SparkIL trust account (either through lenders or by means of the Bridge Financing and Complementary Financing), SparkIL will transfer the funds to the bank account, the details of which you provide to us as part of your application.
7. Please note that throughout you engagement with SparkIL, including during the application process, and even after your receipt of the loan amount (until its full and complete repayment), SparkIL may ask you for additional information and documents reasonably required by SparkIL or by our processing partners.  You undertake to cooperate with us and timely submit any such information and documents we request. Please note that we may discontinue your loan application process, your fundraising event, or even call for an immediate repayment of a loan due to reasons related to information you provided, or if you do not timely cooperate in providing any requested information.
8. You are aware that SparkIL may classify your business or activity in accordance with predefined categories, to assist potential lenders in narrowing down the list of borrowers, and you waive any claim against SparkIL, or anyone acting on our behalf, with regard to an inaccurate or unsuitable classification. You may contact SparkIL and suggest an amendment to your classification (at this address [[email protected]]), however the final decision in this matter rests exclusively with SparkIL, at our discretion.

1. The Loan Making Process for Lenders
   1. A user who is a potential lender may view the fundraising pages of potential borrowers, even without setting up a user account. The platform may also enable the potential lender to carry out a search or to narrow the results based on predefined categories.
   2. Once a potential lender is interested in participating in loan financing (either for a particular borrower or a general loan), you will be required to set up a user account, and you may be asked to provide various identification details and set up login information and user password.
   3. For the purpose of providing a loan you may be required to be logged in to your account and have a valid payment method associated with it. Payments will be made through and processed by a third party payment services provider. Any funds provided by you will be transferred to the trust account, until disbursement to eligible borrowers.
   4. You may transfer funds so that they are available as general credit, through the platform, regardless of a specific borrower or type of borrower, to be disbursed by SparkIL at our sole discretion.
   5. Lender who provided a loan by means of a credit card or debit card, may have cancellation rights with their payment services provider pursuant to the Consumer Protection Regulations (Cancellation of a Transaction) 5770-2010 and the Consumer Protection Law 5741-1981.
   6. You may not provide a loan to a single borrower in excess of NIS 100,000. You may not provide a loan to a borrower in excess of the loan amount approved to such borrower (taking into consideration all loans already raised for such borrower, on a first-come-first-served basis). You may not provide loans in an aggregate sum in excess of $50,000. You may not provide a loan in an amount smaller than US$25.
   7. It should be noted that SparkIL reserves the right, at any time, to disqualify a previously approved borrower or not to approve providing loan amounts to any of the borrowers, in which case we will notify applicable lenders by email.
   8. If SparkIL approves providing the loan to a borrower, as planned, we will transfer the loan funds to such borrower shortly after the full loan amount was raised (either from lenders or by means of the Bridge Financing and Complementary Financing).
   9. You hereby confirm and agree, that upon transferring your funds to a specific borrower, with respect to any loan, you will become a direct party to the loan with that borrower (all the while SparkIL will not be a party to such loan agreement).
   10. Please note that at any time SparkIL may ask you for additional information and documents reasonably required by SparkIL or by our processing partners. You undertake to cooperate with us and timely submit any such information and documents we request. Please note that making your funds available for loans may be affected by the information you provided, or contingent on your timely cooperation in providing any requested information.
   11. You are aware that SparkIL may classify a business or activity of borrowers in accordance with predefined categories. You hereby waive any claim against SparkIL, or anyone acting on our behalf, with regard to inaccurate or unsuitable classification relating to any borrower.

1.     Gift Cards: 

6.1. In addition to the possibility of placing a loan directly by a potential lender as described above, SparkIL offers the public of potential lenders to purchase a virtual gift card (“the card” and “the card purchaser”, respectively) and give it as a gift to another (“the card recipient”) who will be allowed to lend the full or part of the amount charged to different borrowers on the platform, as detailed below.

6.2. The purchaser of the card will not be allowed to purchase a card (one or more), at any point in time, if he has borrowed in aggregate both through the platform and through the purchase of tickets, an amount equal to the ceiling allowed according to the SparkIL policy as detailed above.

6.3. SparkIL reserves the right to limit the amount of tickets available for purchase and to stop the sale at any time at its sole discretion. Any such change will appear on the purchase page on the website and will be effective from the time it appears on the website.

6.4. How to purchase the card

(a) SparkIL allows potential lenders to purchase a card from it and give it as a gift to another (the recipient of the card) who will be allowed to lend all or part of the amount loaded on it to various borrowers on the platform, up to the amount loaded on the card. For this matter, and in particular the ceilings and financial limits for the loan as detailed above, the “purchaser of the card” is the “lender” according to the law, as will be explained later.

(b) The card can be purchased through the website and the purchaser of the card 

may load it up to a ceiling of NIS 2,500, which may change from time to time, provided that the load is not less than 25 US dollars.

(c) The card entitles up to the amount legally loaded on it and up to the date of validity of the card (one year from the date of purchase of the card on the website).

(d) For the purpose of purchasing a card on the web site, the card purchaser is required to go to the dedicated purchase page and to provide his personal details, details of the credit card which he intends to use to make the purchase, email address, details of the beneficiary – the card recipient and, in the case of a minor, the details of one of the parents or any other guardian, and any other detail required by SparkIL.

(e) After completing the purchase of the card, a confirmation will be sent to the e-mail address of the card purchaser regarding the details of the card, including validity and amount of loading.

(f) Payment for the card will be made using a valid credit card that the purchaser of the card may legally hold or in any other way that will be available on the platform, as updated from time to time, in accordance with SparkIL policy.

(g) The charge will be made in accordance with the terms of the credit card issuer. If during the transaction on the website the buyer of the card provides incorrect identification information, such as address, identity card, credit card details, etc., or if the transaction is not approved by the credit company and within seven days of receiving the notification of the credit company’s refusal, the buyer will not The card to solve the problem and provide a new authorization by the credit company, SparkIL will be entitled to cancel the transaction, according to its sole discretion and the request to perform a transaction will not be valid.

(h) SparkIL may, in accordance with its absolute discretion, conduct any inspection it deems appropriate, including a demand for additional details, or not to carry out any transaction, or to cancel any transaction when the additional details have not been verified or when its circumstances are unusual or in any case where there is a fear of abuse of a purchase the card or in any other case according to the law.

6.5. Card redemption conditions

(a) It shall be clarified that the card is not a debit card as defined by this term in the Debit Card Law, 5556 1986.

(b) The card is personal and the recipient of the card may not gift it to another.

(c) When the loan is repaid, it returns to a separate account of the card recipient. He can re-lend (minimum USD 25), subject to the conditions below regarding the absence of activity for 24 months. In any case, the card recipient may not request to withdraw loan funds returned to him.

(d) The card entitles the recipient of the card up to the amount legally charged to it, and he may redeem it for the purpose of granting loans (without interest) only through the platform and in relation to the borrowers available on the platform only. The list of borrowers may change from time to time, as will appear on the website at that point in time.

(e) In order to redeem the card, the recipient of the card may be required to register on the platform and enter personal details on it. In the case of a minor, this will be done by one of his parents or any other guardian.

(f) SparkIL will be entitled to verify the details of the recipient of the card and even require him to provide additional details or cancel the card if there is a fear of abuse of the card, including, fear of money laundering or terrorist financing.

(g) If the amount remaining on the card is less than 25 US dollars, the card recipient must supplement with his own money in order to use the card. The card recipient may redeem the card at different times and in different amounts, between different borrowers on the platform, starting with an amount of 25 US dollars and up to the amount loaded on the card and up to the date of validity of the card and subject to the fact that the purchaser of the card has not loaned to that individual borrower that the recipient of the card intends to lend to, a loan that is above the maximum amount set above. If the purchaser of the card lends to that particular borrower an amount equal to the maximum amount, the recipient of the card will be asked to choose to lend to another business (ie to another borrower) on the platform.

(h) It is the full and sole responsibility of the card recipient to redeem the card at the latest until the card expires. After this period, the card has no validity and the recipient of the card will lose his right to redeem the card or receive any refund or compensation, whether monetary or otherwise, and without the recipient of the card having any right to payment or compensation for this.

(i) If the recipient of the card does not redeem the card by the card’s expiration date, the amount loaded on the card will be automatically transferred at SparkIL’s discretion to finance loans on the platform or to cover SparkIL’s general operating expenses in order to promote its philanthropic activities, and may serve as a safety net for Mutual responsibility.

1. Coupons:

7.1. In addition to the possibility of placing a loan directly by a potential lender as described above, SparkIL offers the public of potential lenders to purchase a virtual coupon (“the coupon” and “the coupon buyer”, respectively) and give it as a gift to another (“the coupon recipient”), who will be allowed to use it to lend the whole or a part associated with it to different borrowers on the platform, as detailed below.

7.2. SparkIL reserves the right to limit the amount of coupons that can be purchased and to stop the sale at any time at its sole discretion. Any such change will appear on the purchase page on the website and will be effective from the time it appears on the website.

7.3. How to purchase the coupon

(a) SparkIL allows potential lenders to purchase a coupon from it and give it as a gift to another (the recipient of the coupon) who will be allowed to lend all or part of the amount associated with it to various borrowers on the platform, up to the amount associated with the coupon.

(b) The coupon entitles up to the amount legally associated with it and up to the date of validity of the coupon (maximum one year from the date of purchase of the coupon on the website).

(c) In order to purchase a coupon on the website, the buyer of the coupon will be required to enter the page dedicated to the purchase and enter personal details about him, the details of the credit card with which the purchase will be made, an email address, as well as any additional information that SparkIL may require.

(d) After completing the purchase of the coupon, a confirmation will be sent to the e-mail address of the purchaser of the coupon regarding the details of the coupon, including validity and recharge amount.

(e) Payment for the coupon will be made using a valid credit card that the buyer of the coupon may legally hold or in any other way that will be available on the platform, as updated from time to time, in accordance with SparkIL policy.

(f) The charge will be made in accordance with the terms of the credit card issuer. If during the transaction on the site the buyer of the coupon provides incorrect identification information, such as address, ID card, credit card information, etc., or if the transaction is not approved by the credit company and within seven days of receiving the notification of the credit company’s refusal, the buyer will not The coupon to solve the problem and provide a new authorization by the credit company, SparkIL will be entitled to cancel the transaction, according to its sole discretion and the request to perform a transaction will not be valid.

(g) SparkIL may, in accordance with its absolute discretion, conduct any inspection it deems appropriate, including a demand for additional details, or not to carry out any transaction, or to cancel any transaction when the additional details have not been verified or when its circumstances are unusual or in any case where there is a fear of abuse of a purchase the coupon or in any other case according to the law.

7.4. Card redemption conditions

(a) To the extent that the recipient of the coupon requests to use the coupon in an amount lower than 25 US dollars (either due to partial use of the coupon, or in light of the amount associated with the coupon) – the recipient of the coupon will have to complete by himself at least the minimal amount of the loan.

(b) When the loan is repaid, it returns to a separate account of the recipient of the coupon. He can re-lend (minimum USD 25), subject to the conditions below regarding the absence of activity for 24 months. In any case, the recipient of the coupon may not request to withdraw loan funds returned to him.

(c) The coupon allows the recipient of the coupon to give loans (without interest) only through the platform and in relation to the borrowers available on the platform only. The list of borrowers may change from time to time, as will appear on the website at that point in time.

(d) In order to redeem the coupon, the recipient of the coupon may be required to register on the platform and enter personal details on it. In the case of a minor, this will be done by one of his parents or any other guardian.

(e) SparkIL will be entitled to verify the details of the recipient of the coupon and even require him to provide additional details or cancel the coupon if there is a fear of misuse of the card, including, fear of money laundering or terrorist financing.

(f) The recipient of the coupon may redeem the coupon at different times and divided into different amounts, between different borrowers on the platform, whether as a supplement to the loan provided by the recipient of the coupon or not (subject to the fact that it is not possible to provide a loan for an amount lower than 25 US dollars) up to up to the amount associated with the coupon and until the coupon’s expiration date.

(g) It is the full and sole responsibility of the recipient of the coupon to redeem the coupon at the latest until the expiration of the coupon. After this period, the coupon has no validity and the recipient of the coupon will lose his right to redeem the coupon or receive any refund or consideration, whether monetary or otherwise, and without the recipient of the coupon having any right to payment or compensation for this.

(h) If the recipient of the coupon does not redeem the coupon by the coupon’s expiration date, the amount associated with the coupon will be automatically transferred at SparkIL’s discretion to finance loans on the platform or to cover SparkIL’s general operating expenses in order to promote its philanthropic activities, and may serve as a safety net for Mutual responsibility.

1. Trusteeship for the Lenders Through the Platform
   1. As aforesaid, in the interest of a clear structural separation between monies received from lenders and borrowers, and SparkIL’s assets, we maintain a trust account with a banking corporation on behalf of the lenders and borrowers.
   2. In respect of each lender who is a beneficiary of the trust account, the trusteeship will commence when monies are deposited in the trust account from that lender, and the trusteeship towards such lender will terminate when there are no funds left in the trust account that were received from such lender for the purposes of providing loans through the platform, or monies received as repayments of loans made by such lender.
   3. Funds from the trust account will be transferred to the following parties only:

1. Lenders who transferred funds to the trust account for the purpose of providing loans through the platform.
2. Eligible borrowers approved by SparkIL.
3. The bank where the trust account is held for the purpose of covering payments it receives in lieu of the trust account.
4. A third party in accordance with provisions of a judicial order issued to SparkIL.
5. The tax authority.
6. SparkIL for the operating fees payable to us and for covering our legal costs with respect to defaulted loans.

1. It should be noted that any law, including a provision order or request of any authorized authority or official appointed by a court of law, takes preference over the trusteeship provisions in these Terms of Use, and the beneficiary lenders will have no claim against SparkIL pursuant to our actions in accordance with such.
2. Should the commitments by SparkIL, resulting from the platform activity based on these Terms of Use, be higher than the total funds in the trust account, and there is actual concern that the funds in the trust fund will not be sufficient to fully cover such commitments, the funds in the trust account will be used for execution of payments based on the following order: 

1. For carrying out any payment to the authorities and the bank relating to the trusteeship.
2. For carrying out any payment to borrowers or lenders in accordance with these Terms of Use, and the terms of the executed loan agreements.
3. For carrying out any payment owing to SparkIL for operating fees.
4. Within the framework of the trusteeship relationship between SparkIL and the beneficiary lenders, SparkIL undertakes to act with the lenders as follows:

1. To act in complete trust with the beneficiaries of the trust account in all matters relating to the trust services we provide with regard to administration of this account.
2. To notify the beneficiaries about an irregular event with regard to the trusteeship, including a conflict of interest relating to our role as trustee in the trust account, or the existence of a concern over the cessation of our business operations.
3. To desist from any action, deed or failure that are liable to lead to an infringement of SparkIL’s commitments, or which may endanger or limit the rights of the beneficiaries of the funds in the trust account, or in relation to it.
4. To notify the beneficiaries, after SparkIL learns about the submission of substantial legal action against us or the start of criminal proceedings, including investigative proceedings against us or against any of our officials.
5. To adjust the list of beneficiaries at the bank, including deletion or addition thereof, based on our records, and to sign any document as required by the bank for this purpose.

1. Security Buffer

In order to help lenders reduce the level of risk of a repayment failure for one of the loans given to borrowers through the platform, SparkIL intends (but is not obligated) to operate a safety net for the trust account based on mutual guarantee, for the purpose of covering loan repayments not paid in a timely fashion, and for funding legal costs.

1. Bridge Financing or Complementary Financing 
   1. SparkIL may, from time to time, enter into agreements with various credit services providers, including related or affiliated entities, so that they may join in as lenders through the platform for the purpose of providing bridge financing or complementary financing, essentially guaranteeing that every approved borrower will receive the applicable approved loan amount.
   2. SparkIL, at our sole discretion, may actually transfer the full approved loan amount to a borrower using such abovementioned Bridge Financing or Complementary Financing, ever prior to the lapse of the 45-day period, in which case all further loan amounts received after such date and until the lapse of said period will be become part of the loan and reduce the amount of the Bridge Financing or Complementary Financing.

1. Loan Repayments and Currency Exchange Discrepancies
   1. Every borrower undertakes to pay off their loan in accordance with the terms and stipulations in their loan agreement, based on the repayment schedule detailed therein, and all the repayment installments must be paid into the SparkIL’s trust account.
   2. Any loan amount received from a borrower will be applied to the applicable lenders’ account, on a pro rata basis (in accordance with the amounts loaned by each such applicable lender to the relevant borrower, and with respect to amounts actually received from such borrower).
   3. When the monies are deposited in the trust account, the default situation is that they will remain in the trust account until the lender advises whether such lender wishes to receive the amount to the lender’s account as repayment of the loan (provided such amount exceeds US$25), or to reuse these funds, or any part thereof, for the purpose of providing an additional (other) loan. If a lender becomes inactive for a period exceeding 24 (twenty-four) consecutive months – i.e., a lender does not log in to the account or otherwise contact SparkIL, any amount accrued in the trust account on behalf of such lender will be automatically donated to SparkIL’s general operating expenses to further our philanthropic mission and may be used as a safety net for mutual guarantee.
   4. The loan amount will be available to the borrowers in New Israeli Shekels. Accordingly the amount of the loan will be stipulated in NIS, and the repayment by the borrower will be carried out in NIS. If a lender provided the loan in US$, upon repayment by borrower, the NIS amount will be converted to US$ according to the applicable exchange rate prevailing at that time. However, due to US tax regulations, US lenders will not be allowed to receive a repayment in US$ exceeding their original loan amount, even if NIS-US$ exchange rate fluctuated. However, if due to such exchange rate fluctuations the NIS loan amount translates to an amount in US$ lower than the original loan amount – only such lower amount will be repaid. The lenders hereby agree and approve that they solely bear the full risk of any US$-NIS exchange rate fluctuation, and consent and agree that they will bear no gains from such fluctuations.
   5. If the amount repaid by SparkIL is reduced due to the abovementioned US regulations, any excess amount will be automatically donated to SparkIL’s general operating expenses to further our philanthropic mission and may be used as a safety net for mutual guarantee.
   6. Each lender hereby authorizes the company, in advance, to initiate on behalf of the lender, payment collection legal proceedings in the event of default by applicable borrower and use the lender’s name in such legal proceedings.
   7. Furthermore, each lender hereby authorizes SparkIL, in advance, to act in name and on behalf of the lender, to reach a settlement with any defaulting borrower, including without limitation rearranging the loan payment and reducing the loan amount. 

1. Taxes
   1. Every user (lender or borrower) is legally obliged and responsible to examine all tax aspects relating to the loan transaction, including payment of taxes, in accordance with the provisions of the law.
   2. Every user (lender or borrower) will be responsible to pay taxes and any other obligatory payments payable by them in accordance with applicable law, in relation to their activity on the platform, and offering/receiving a loan.
   3. VAT, if applicable, will be payable based on the prevailing rate.
   4. The platform may deduct the tax and other compulsory payments required by law, to the extent applicable, from any payment payable to a user.

1. Early Payment and Termination of a Loan

The borrower may pay off the loan, or any part thereof, earlier than required by the repayment schedule, at any time during the loan term, provided that by the end of the loan term according to the repayment schedule, the loan (and any applicable fee) is fully repaid.

1. Assigning Rights and Obligations

The platform users (borrower or lender) may not assign or pledge their rights or obligations in accordance with the Terms of Use or with regard to the loan, or any part thereof, to any third party, unless they obtain advance written consent from SparkIL, which may be provided at our sole discretion.

1. Notices, Reports and Events:

If a borrower is aware of one or more of the following incidents, such borrower must immediately notify SparkIL in writing of the incident:

1. The borrower has breached or is expected to breach any undertaking in accordance with these Term of Use or the loan agreement.
2. One of the securities provided by the borrower has been rescinded or has become invalid for any reason, or they may not be realized, or if a lien or constraint of any kind has been placed on them which is not in the interest of the lenders, or if a borrower’s bank has been limited, or there is an expectation that any of these events could occur.
3. Any insolvency proceedings have been initiated against the borrower (liquidation, receivership, bankruptcy, trustee, special administrator etc.), including submitting a request for such, or the borrower has voluntarily begun such proceedings, or a seizure has been placed on him or such a request has been submitted against him, or there is an expectation of such.
4. One of the aforementioned events has occurred to one of the borrower’s guarantors, if the borrower does not replace the guarantor with another whose identity has been approved in writing by SparkIL.

1. Commitment to Use the Loan Funds for Business Purposes
   1. The borrower undertakes to use the loan funds, in good faith, only for a purpose stipulated in the loan application.
   2. Without derogating from the aforesaid, the borrower undertakes and declares that, during the loan term, the borrower will not lend monies to shareholders, partners, board members, officers, employees, or to any other third party.

1. Additional Commitments: The Right to Rely on the Platform

You hereby undertake and declare:

1. Not to act, encourage, prompt, advise and/or assist another party to make any unlawful, offensive or damaging use of the platform so that in your use of the platform and in connection to it (including when documents or images are uploaded) you will adhere to all provisions of applicable law, and will not carry out an illegal activity, including (for demonstration purposes only, and not as an exhaustive list): you will not impersonate someone else, or upload images of other persons without their consent, or breach privacy laws in another form (including infringement of Spam laws when inviting others to make use of the website), or upload content (including images) which defame a person or cast aspersions on them or revile them, that are of a violent, sexual, vulgar, offensive, racial, discriminatory, pornographic unlawful manner, or upload to the platform or promulgate through it content which may harm the platform or its users, or track them (including viruses, Trojan horses, worms, surveillance software, other malware etc.).
2. Not to alter, translate, reverse engineer or make any attempt to obtain the source code of any part of the platform or any software connected to it, and not to create by-products thereof.
3. To complete all the forms and to submit any information you are required to provide by SparkIL or anyone on our behalf, in a full and accurate manner, not to omit details, and not to provide misleading information or information that includes any misrepresentation.
4. SparkIL is not required to check the correctness or completeness of the information and documents provided by any user. We may treat any document presented to us or sent to us, as an original document, and may relate to any signature presented to us as an original signature of the entity noted next to it.
5. You undertake not to allow another party to use the platform through your user details or password, to safeguard them, and not to reveal them or allow their exposure to others. The responsibility for any activity and/or use of your account rests with you alone. If you become aware or suspect that unauthorized use has been made of your account, or your user details have been disclosed, you must notify SparkIL of this without delay.

1. Intellectual Property
   1. All intellectual property rights (registered or not registered), of any type, including but not limited to copyright, trademarks, trade names, trade secrets), on the platform, including, but not limited to, applications, computer code, algorithms, technology, design, graphics, inventions, logo knowledge, and any other intellectual content related to the platform, are the exclusive property of SparkIL or (as applicable) of the applicable license providers. You undertake not to breach these rights in any way.
   2. Any comment and suggestion of a change, improvement, correction, upgrade of the website and the services offered on the platform conveyed by the user, will be viewed as information that has been provided voluntarily to SparkIL, and SparkIL may make use of it as we wish and deems fit, including for the purpose of altering/upgrading the platform, without giving the user any compensation, including royalties.
   3. When you upload photographs to the website or distribute them through us, you provide SparkIL with a non-exclusive irrevocable right from that moment on, to use the photographs for the purpose for which they were submitted, and to distribute them to the platform users in accordance with the nature of its operation and objective, and the service offered on it.
   4. It is noted that use must not be made of the platform content for the purpose of displaying it on the Internet and/or any other service, or otherwise promulgate information and content contained on the platform in public, commercially or within a commercial framework or for another purpose, without obtaining the SparkIL’s consent.
   5. The user undertakes not to retrieve from, or accumulate, the platform content (all or a part of it) by means of software or any computerized means.

1. Changes in the Platform

The platform is subject to changes which SparkIL is authorized to decide on from time to time, including deletion or any kind of change of information or service or content displayed or provided on the platform, and without providing prior notification.

1. External Content Uploaded to the Platform
   1. Part of the content and the materials available on the platform, including images, may be supplied by, and on behalf of, the users or by third parties. Any material and information, of any sort, which is displayed on the platform or is available through it, and which originates from parties that are not SparkIL, is not the responsibility of SparkIL in any way. SparkIL does not promote, recommend or publish such material or information and does not arrange, edit, check or screen it. SparkIL only facilitates its display. This also applies to commercial data, announcements and commercials of third parties, to the extent displayed or referred to on the platform. SparkIL does not guarantee the reliability or accuracy of such commercials and does not recommend or encourage the purchase or use of the topics of the commercials and will not be responsible for any liability issuing from reliance on them.
   2. The website may contain links to other third parties’ websites or applications. Such linked sites are not under SparkIL’s control and SparkIL is not responsible for their content, availability, reliability, updated relevance, or in any other way, and we will not bear any liability, directly or indirectly, for any damage or loss incurred in relation to them.
   3. The user confirms and agrees that any query, comment, suggestion, idea, feedback or other information relating to the platform, if supplied by the user, should be submitted by the user to SparkIL, and SparkIL will not be obliged to maintain confidentiality with regard to it. These will become SparkIL’s property, without the need to obtain approval or to pay any compensation to the user.

1. Limitation of Responsibility
   1. The users are aware that the role of the platform is only to act as an interface between potential lenders and potential borrowers. SparkIL, or any party acting on our behalf, is not responsible for any harm or loss caused to any of the users with regard to the use of the platform, or to the loan. The user hereby waives, in advance, any recourse or claim or demand against SparkIL, or any party acting on our behalf. In addition, it is noted that the platform is not, and will not serve as, a lender or a borrower, and therefore does not bear responsibility as such.
   2. All computerized systems, including the Internet, may suffer from faults, communication problems, disruptions and such like. Computerized systems may also require periodic maintenance which may lead to breaks or shutdown, partial or full. As such, SparkIL does not guarantee that the platform will be accessible and available without disruption or breaks, or will be free of defects and faults, or that it will be resistant to hacking, to cyber attacks or malware of any kind and, as such, we recommend that you take requisite precautionary measures, and not rely on the platform to store or save data or content, including images.
   3. To the fullest extent permitted by law, in no circumstance will SparkIL and the parties connected to us bear responsibility towards you or towards anyone else, regardless the legal grounds, due to indirect, consequential, punitive, special or similar damages, even if we knew or should have known of the possibility of such damages occurring and, in any case, SparkIL’s responsibility towards you with regard to any grounds, will not exceed the amount of fees we received from you or with respect to loans you provided in the preceding  12-month period.

1. Indemnification and Setoff
   1. The user will indemnify SparkIL and any party acting on our behalf, or with our approval, including our employees, managers and shareholders, immediately following our first demand, in any case of a claim or demand brought against the platform or SparkIL or any party acting on our behalf or with our approval, in lieu of or in connection with damages for which the user is responsible in accordance with the law, or in accordance with these Terms of Use or the loan agreement. The indemnification will include any expense or payment relating to the damage or the claim as said, including legal fees.
   2. SparkIL may setoff or deduct from any sum payable to the user (borrower or lender) any amount the user owes us, whether the debt is the result of the Terms of Use or the loan agreement or according to applicable law.

1. Force Majeure

In a case of force majeure event, such as: war or mobilization for reserve duty or a military campaign, acts of terror, natural disasters, health issues, or other circumstances which do not allow the regular operation of the platform, or in any other case which is beyond our control due to which it is not possible to do so, we will have the right to announce the deferral of times, cessation of activity or cancellation of the platform and to issue an announcement to act in accordance with the circumstances, bearing without any responsibility in this regard.

1. The Applicable Law: Judicial Location

Any dispute between a user or users and SparkIL or anyone on our behalf, with regard to any matter relating to the execution or interpretation or infringement of these Terms of Use, will be submitted to courts of law in Tel Aviv, Israel, with the exclusive authority to address such matters as said, and the applicable law relating to such matters will be Israeli law, without considering rules of conflict of law.

1. Termination of Membership, Cancellation of Membership in the Platform
   1. Should you no longer be interested in being a member of the platform, and subject to having any funds in the trust account or no open loans, you should update us, and we will cancel your membership.
   2. We have the right to cancel your membership on the platform at any time, or to defer, suspend or block your entry to your account and your ability to make use of the platform (including from a different account), and to refuse such future use and without the need to provide a reason or advance notification. Inter alia we may do so due to suspicion of an infringement of these Terms of Use, illegal use or inappropriate, unsuitable or incorrect use of the platform, or others’ content, suspicion of the existence of activity of another party in your account, and all as determined by SparkIL, at our discretion.
   3. If you believe that any such action was taken unjustly please contact us at: [email protected].

1. Miscellaneous
   1. If an authorized court rules that any of the provisions of these Terms of Use is annulled, illegal or unenforceable, for any reason, the Terms of Use should be viewed as valid, excluding the relevant provision which will be adjusted to the provisions of the law.
   2. No delay in the exercising of SparkIL’s rights, or a lack of adherence to any right, will be considered as a waiver thereof, and we reserve the right to exercise our rights, all or any part thereof, both in accordance with these Terms of Use and in accordance with the law, and at any time we deem fit.
   3. The headings in the Terms of Use are for logistical convenience alone, and are not to be used for interpretive purposes. 
   4. These Terms of Use do not confer any rights on a party that is not a side to them, and these Terms of Use do not constitute a contract for a third party.

1. Notification
   1. It is likely that, pursuant to your use of the platform or in relation to it (for example, with regard to an amendment or updating of these Terms of Use) the platform will send you notices, by means of the contact information you submitted. If you elect not to receive them you may remove yourself and prevent them being sent to you. However, this may prevent us from providing you with the service/access to the platform, as applicable.
   2. You hereby confirm that you are aware that when you register for the platform you give your explicit and clear consent to receive advertising materials, as defined in the 1982 Communications (Bezeq and Broadcasts) Law (hereinafter: “the Communications Law), from us and/or others, via email, text message or other means, and you hereby declare that you wish to receive the advertising materials as said. If you wish to stop receiving advertising material from the website, you may do so by sending an email to: [email protected].
   3. Conversely, if you wish to contact us regarding any matter relating to the platform, including if you feel that an item displayed on the website breaches your copyright or harms your privacy or is offensive or constitutes libel, you are welcome to contact us at [email protected] with as detailed a description as possible (with supportive proof if such exists), together with your name and contact details.