Sighteer Advisor Terms (the “Terms”)

August 2022


1.       Intellectual Property Rights. Advisor hereby acknowledges and agrees that Advisor does not and shall not have any rights, interests or claims regarding any software, technology, intellectual property, methods, trade secrets, goodwill, internet resources or any other resource created, owned, licensed by, invented, made, developed, discovered, conceived or used by Sighteer. Sighteer may use any comments, suggestions or feedback Advisor provides to Sighteer in any manner, without any liability or obligation to Advisor.


2.       Nondisclosure; Non-Use. Advisor may have access to information that is confidential to Sighteer (“Confidential Information”).  Confidential Information shall include, but not be limited to all information relating to Sighteer’s business, including, without limitation, product designs, product plans, software and technology, financial information, marketing plans, business opportunities, pricing information, discounts, inventions and know-how it obtains (“Confidential Information”). Confidential Information shall not include information that, as Advisor can provide by its written records: (a) is or becomes a part of the public domain through no act or omission of Advisor; (b) was in Advisor’s lawful possession prior to the disclosure and had not been obtained by Advisor either directly or indirectly from Sighteer; or (c) is lawfully disclosed to Advisor by a third party without restriction on disclosure. Advisor agrees to hold Sighteer’s Confidential Information. Advisor agrees, unless required by law, not to use the Confidential Information for any purpose except as strictly required for advising Sighteer and not to make Confidential Information available in any form to any third party (except to each such party’s agents or independent contractors) for any purpose other than advising Sighteer.  Advisor agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees, agents, or independent contractors in violation of the Terms.


3.       Termination. Either Advisor or Sighteer may end Advisor’s membership in the advisory board at will with a 10 (ten) day notice to the other party. For avoidance of doubt, if Advisor’s membership is terminated, Advisor will no longer be entitled to the unpaid or unvested portion of Advisor’s compensation.


4.       No Expenses and Taxes.  Each party shall bear its own expenses.  Advisor shall not be entitled to any reimbursement of any expenses or for any other payment or compensation of any type from Sighteer other than payment of the Compensation, unless agreed in writing on a case-by-case basis by Sighteer. Advisor shall be responsible for and pay all taxes, assessments, duties, levies, income or payroll taxes of any kind or nature relating to or arising from Advisor’s role or any payments, options or NFTs received from Sighteer.


5.       Relationships between Parties.  In all matters relating to Advisor’s role, Advisor will act as an independent contractor. Neither party will represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other party, nor to represent the other party as agent, employee, franchisee, or in any other capacity.


6.       Assignment.  Advisor may not assign or otherwise transfer any rights under the Terms and the related agreement without Sighteer’s prior written consent. Sighteer will have the unrestricted right to assign the Terms and the related agreement and to assign, subcontract, license and sublicense any or all of its rights and obligations hereunder. 


7.       Governing Law/Jurisdiction. The Terms, and all matters arising out of or relating to the Terms, shall be governed by the substantive and procedural laws of the State of Israel and shall be deemed to be executed in Tel Aviv.  In the event of any dispute between the parties, such dispute shall be referred within 14 days of the demand of each of the parties to a single agreed upon arbitrator. If the parties are not able to agree on an arbitrator, then the head of the Israeli Bar Association will be asked to appoint one. Arbitration proceedings shall be conducted in Israel. The arbitrator will not be bound by rules of evidence or procedure and will give the reasons for his judgment. The arbitrator’s decision shall be final and binding in any court. Each party to the proceedings shall bear its own expenses; the arbitrator’s fees and expenses shall be borne in equal parts by the parties to the proceedings. This paragraph shall constitute an arbitration agreement between the parties.


8.       Severability.  In the event any provision of the Terms is held to be invalid or unenforceable, the remaining provisions of the Terms will remain in full force and effect.


9.       Limitation of Liability. Neither party will, in no event and under no circumstances, be liable for losses, costs, penalties, attorney fees or for any exposure and/or loss of data, failure in protecting data, business interruption and any special, punitive, indirect, incidental or consequential damages, incurred in any way or in connection with the Terms by the other party or any third person, even if said party has been advised of the possibility of such damages, and whether such damages are sought in contract, tort or any other legal theory (including but not limited to negligence and strict liability). In any event, each party’s total liability, for all claims in connection with the Terms howsoever arising (including by way of negligence or any other theory of law), shall not exceed $10,000 (Ten Thousand) USD. Notwithstanding the above, each Party’s liabilities under sections 1 and 2 are excluded from this section. 


10.     Privacy. Advisor agrees to Sighteer’s privacy policy posted on Sighteer website at .


11.   Waiver.  The waiver by either party of any default or breach of the Terms shall not constitute a waiver of any other or subsequent default or breach.


12.   Revisions. Sighteer may revise the Terms from time to time. The changes will not be retroactive and the most current version of the Terms, which will always be at , will govern the relationship with the Advisor. By continuing to be an advisor for more than 30 (thirty) days after Advisor was notified about these changes, Advisor agrees to be bound by the revised Terms.


13.   Entire Agreement.  The Terms and related advisory letter constitute the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of the Terms.

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