Investment & Securities Disclaimer
1. What ExitRiders is (and is not)
ExitRiders is a private, invitation-only network that introduces its members to potential investment opportunities in early-stage medical-technology companies and provides a forum to review and discuss them. ExitRiders is not an investment fund, pooled investment vehicle, broker-dealer, placement agent, finder, underwriter, investment adviser, investment marketer, or portfolio manager, and is not registered as any of the foregoing with any securities regulator. ExitRiders does not pool investor capital, does not take custody of member funds, does not manage money or make investment decisions on behalf of members, and does not recommend, endorse, approve, verify, or rate any investment opportunity or determine whether any investment is suitable for any person.
2. Members decide and invest independently
Any decision to invest is made solely by each member, at the member's own discretion and risk. Members who choose to invest do so through a separate, deal-specific group and definitive written agreements. Investment funds are transferred to and held by an independent, regulated trustee and escrow agent (for example, IBI Shareholders Trust Ltd.), which holds the securities in trust and transfers funds directly to the company. ExitRiders never receives or holds member investment funds.
3. This website: general information and an invitation only
This website contains general information about ExitRiders and an invitation to apply to join the network. It does not present specific investment opportunities and does not contain, and is not, an offer of any security. For the avoidance of doubt, no invitation, invitation to join, invitation to participate, invitation to review materials, invitation to attend a meeting, or invitation sent by ExitRiders shall constitute an offer of securities, or an offer to the public, within the meaning of the Israeli Securities Law, 5728-1968, or any comparable securities law in any other jurisdiction. Details of any specific opportunity are shared only with invited, eligible members, and outside of this website.
4. No offer or solicitation by ExitRiders; offers are made by the companies
Nothing on this website or in any ExitRiders communication is or shall be construed as an offer to sell, an offer of securities, an invitation to purchase securities, an offer to the public, or a solicitation of an offer to buy, any security, nor is it investment, legal, tax, or accounting advice. Any offer or sale of securities is made solely by the respective company (the issuer), through that company's own definitive offering and subscription documents, and not by ExitRiders. ExitRiders is not the issuer, offeror, seller, marketer, placement agent, broker, or intermediary of any securities and does not effect, negotiate, execute, or accept subscriptions for securities transactions. The fact that ExitRiders introduces members to an opportunity, arranges a presentation or discussion, circulates materials, or facilitates access to a deal-specific group shall not be deemed a recommendation, endorsement, solicitation, intermediation, or offer by ExitRiders. If anything on this website or in any ExitRiders communication conflicts with a company's definitive documents, those definitive documents govern.
5. Eligibility; accredited and qualified investors
Participation is by invitation only and is limited to investors who meet applicable eligibility requirements and complete any requested onboarding, know-your-customer, anti-money laundering, sanctions, or other compliance checks. Investors in the United States must be accredited investors as defined in Rule 501 of Regulation D under the U.S. Securities Act of 1933 (the "Securities Act"). Investors to whom Israeli law applies must be qualified investors within the meaning of the Israeli Securities Law, 5728-1968, and any regulations promulgated thereunder. Investors outside the United States and Israel must qualify under the laws of their own jurisdiction. Each investor is solely responsible for ensuring that its participation is lawful where it resides and that any investment is suitable for its own objectives, financial circumstances, liquidity needs, tax position, and risk tolerance. ExitRiders may, in its sole discretion, accept, reject, restrict, suspend, or terminate any application, membership, or access to any opportunity.
6. U.S. securities-law status
Any securities discussed or offered have not been and will not be registered under the Securities Act or any U.S. state securities laws, and are offered, if at all, in reliance on exemptions from registration (including Regulation D for U.S. accredited investors and Regulation S for offers made outside the United States). Such securities are "restricted securities", may not be resold except pursuant to registration or an available exemption, and are subject to significant transfer restrictions. Opportunities are made available privately, to a limited number of invited, eligible investors, and are not offered to the general public.
7. Investment instruments vary by deal
Investments may be made through different instruments from one opportunity to the next, including simple agreements for future equity (SAFEs), advance investment agreements, convertible instruments, share purchase agreements, or other equity instruments. The specific instrument and its terms are set out in the definitive documents for each opportunity and should be reviewed carefully with the investor's own advisers.
8. High risk; possible total loss
Investments in early-stage and emerging companies are highly speculative and illiquid and involve a high degree of risk, including the risk of losing the entire amount invested. There is no public market for these securities and none may develop. Investors should be prepared to bear the economic risk of the investment for an indefinite period and to sustain a complete loss of capital. In the case of early-stage medical-technology companies, additional risks may include clinical, scientific, technological, manufacturing, reimbursement, regulatory, intellectual-property, cybersecurity, key-person, financing, dilution, and commercialization risks. Invest only amounts you can afford to lose entirely.
9. No guarantee of returns; forward-looking statements
Past performance is not indicative of future results. Any figures, projections, targets, estimates, forecasts, market data, development timelines, regulatory expectations, milestone projections, or examples of past outcomes are illustrative only, are not a promise or guarantee of any return or outcome, and actual results may differ materially. Any forward-looking statement is inherently uncertain and subject to numerous risks, assumptions, and contingencies, many of which are outside the control of ExitRiders or the relevant company.
10. No advice; no recommendation; obtain your own
ExitRiders does not provide investment, legal, accounting, regulatory, or tax advice, and nothing provided by ExitRiders or expressed in any member discussion is such advice or a recommendation. No communication, presentation, discussion, introduction, screening activity, or sharing of materials by ExitRiders constitutes a recommendation, endorsement, opinion as to the merits of any investment, or any determination that an investment is suitable or appropriate for any person. Opinions shared in any member meeting or communication are for discussion purposes only. Each investor should consult its own advisers and must rely solely on its own investigation, judgment, and the definitive documents of the issuer.
11. No reliance
By accessing any information through ExitRiders or participating in the network, each member and investor acknowledges and agrees that it is not relying on ExitRiders or any of its principals, employees, affiliates, members, guests, or representatives for investment advice, legal advice, tax advice, the accuracy or completeness of information, or the advisability of any investment, and that any investment decision is based solely on the investor's own independent review and the issuer's definitive documents.
12. Limited review; not comprehensive due diligence
Any review of a company by ExitRiders or its members relates only to selected aspects (which may include, for example, market-need validation, competitor review, technology, and intellectual property), is preliminary and limited, and does not constitute comprehensive, independent, or professional due diligence. It does not include, for example, an audit of financial statements or bank accounts, legal or tax due diligence, background checks, verification of a company's records or personnel, or any assurance regarding accuracy, completeness, or reliability of information provided by the company or third parties, and is not a substitute for each investor's own independent investigation.
13. Information provided "as is"
Any information made available through ExitRiders, whether received from a company, a member, or another third party, is provided on an "as is" and "as available" basis, without any representation or warranty, express or implied, as to accuracy, completeness, correctness, reliability, merchantability, fitness for a particular purpose, non-infringement, or timeliness. ExitRiders undertakes no obligation to update any information.
14. Compensation disclosure; conflicts of interest
ExitRiders and its principals, employees, affiliates, or related parties may receive fees, expense reimbursements, equity interests, profit shares, carried interest, advisory compensation, or other economic benefits in connection with facilitating an investment group or transaction, and may therefore have financial interests that differ from those of a member or investor. The nature of any such compensation or interest for a given opportunity will be disclosed to participating investors in the applicable documents.
15. Third parties
ExitRiders is not responsible for the acts, omissions, defaults, fraud, negligence, insolvency, or misconduct of any issuer, trustee, escrow agent, nominee, custodian, service provider, or other third party involved in any opportunity or transaction, and does not guarantee that any transaction will be completed or that any party will perform its obligations.
16. No fiduciary or agency relationship
Use of this website and participation in the network do not create any fiduciary, agency, partnership, joint venture, advisory, representative, or other special relationship between ExitRiders and any member or visitor. ExitRiders does not act as agent, representative, or fiduciary of any member, investor, issuer, or other person.
17. Indemnity
Each member and investor agrees to indemnify and hold harmless ExitRiders and its principals, officers, directors, employees, members, and affiliates from and against any claim, liability, loss, damage, cost, or expense, including reasonable legal fees, arising out of or relating to the member's breach of this disclaimer, misuse of confidential information, violation of applicable law, or misrepresentation to ExitRiders or any issuer.
18. Limitation of liability
To the fullest extent permitted by law, ExitRiders and its principals, officers, directors, employees, members, affiliates, advisers, and service providers shall not be liable for any loss, claim, cost, damage, or expense of any kind, whether direct, indirect, incidental, special, consequential, exemplary, or punitive, including any loss of profits, loss of opportunity, loss of data, business interruption, or investment loss, arising out of or relating to the use of this website, participation in the network, reliance on any information, or any investment opportunity or transaction.
19. Confidentiality
Information made available through ExitRiders is confidential, is intended for the sole use of invited members, and may not be reproduced, forwarded, summarized, screenshot, distributed, published, or otherwise disclosed without ExitRiders' prior written consent. This restriction applies to company information, presentations, data-room materials, terms, cap tables, analyses, member discussions, and the identity of companies and opportunities, except to the extent disclosure is required by law or to the member's professional advisers who are bound by confidentiality obligations.
20. Governing law and jurisdiction
This disclaimer, and any non-contractual obligations arising out of or in connection with it, shall be governed by the laws of the State of Israel, without regard to conflict-of-laws principles. The competent courts in Tel Aviv-Jaffa, Israel shall have exclusive jurisdiction over any dispute arising out of or relating to this disclaimer, the website, or participation in the network.
21. Changes
ExitRiders may update this disclaimer, suspend or change any aspect of the website or network, or discontinue access to any content, service, or opportunity, at any time and without prior notice. Continued use of the website or participation in the network constitutes acceptance of the then-current version.
Contact
Ram Alt · Founder · ram@exitriders.com