Seed Equity Terms of Use

Terms of Use

These Terms of Use (“Agreement” or “Terms of Use”) should be read carefully before using the services (“Service” or “Services”) offered by Seed Equity Ventures, LLC, which is a registered broker-dealer and member of FINRA, and by its affiliates (collectively “Seed Equity”, “us”, “our”, or “we”), or accessing the website of Seed Equity. This Agreement sets forth the legally binding terms and conditions for your use of the website at www.SeedEquity.com (“Site”) and the services owned and operated by Seed Equity (with the Site, the “Service” or “Services”). By using the Site or Service or submitting any information to us, you consent to and agree to be bound by this Agreement, the Privacy Policy (as is posted to our Site, which explains how we collect and use information from visitors to our Site), and all other operating rules, policies and procedures that may be published by Seed Equity from time to time on the Site, each of which is incorporated by reference and each of which may be updated by Seed Equity from time to time without notice to you.

Your use of the Site is governed by the version of this Terms of Use in effect on the date of use. You agree to access the information on the Site solely for the purpose of evaluation of potential investment opportunities on the Site. Your continued use of and access to the Site constitutes your acknowledgement of, and agreement to, the then current Terms of Use and to having reviewed the most current version of the Terms of Use. Furthermore, please note that the terms and conditions of this Agreement are in addition to any other agreements between you and Seed Equity, including any customer or account agreements, and any other agreements that govern your use of products, services, content, tools and information available on the Site. This Agreement does not alter in any way the terms or conditions of any other agreements you may have with Seed Equity for the Service or otherwise. If you do not agree to all the terms of this Agreement and/or Seed Equity’s Privacy Policy, you are not eligible to participate in Seed Equity’s Service or otherwise use this Site. This Agreement applies to all users of the Site or Service, including entrepreneurial companies (“Issuers”), Accredited Investors, as defined by SEC Regulation D Rule 501 and non-U.S. investors (“Investors”), who in any way use the Site or Service provided by Seed Equity (“Users,” “you,” “your”).

Seed Equity reserves the right, in its sole discretion, without any obligation to you and without any requirement to provide notice to you, to change, improve or correct the information, materials and descriptions on the Site and to suspend and/or deny access to the Site for any reason. The disclosure information and materials on the Site are prepared by Issuers and may contain typographical errors or inaccuracies despite the Issuer’s best efforts and our due diligence review. Any dated information is published by Issuers as of its date only, and Seed Equity does not undertake any obligations or responsibilities to update or amend any such information. Seed Equity may discontinue or change any offering of securities by any Issuer or any Services described in or offered on the Site at any time. Seed Equity further reserves the right, in its sole discretion, to block or otherwise discontinue your access to and use of the Site at any time and for any reason. You agree that Seed Equity will not be liable to you or to any third party for any such modifications, suspensions or discontinuances.

Qualifications:

The Services are currently available only to U.S. Accredited Investors and non-U.S. Investors who are at least 18 years old. You represent and warrant that if you are an individual, you are of legal age and have the legal capacity and competence to form a binding contract, and that all registration information you enter is accurate and truthful. Seed Equity may, in its sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Services is revoked in such jurisdictions. If you are using the Site on behalf of any entity, you represent and warrant that you are authorized to accept this Agreement on such entity’s behalf, and that such entity agrees to indemnify Seed Equity for violations of this Agreement.

Offerings of securities by Issuers on the Site are currently made available only to certain institutional investors and high net worth individuals and entities. U.S. Investors must meet certain eligibility tests to qualify as purchasers. At this time, entities must have assets of at least $5 million (or all individual owners meet accredited investor tests). U.S. individuals must have a net worth of more than $1 million excluding primary residence or gross income for each of the last two years of at least $200,000 ($300,000 with spouse) with the expectation of the same income in the current year. We will require you to verify your representation to that effect using one or more methods (e.g., providing your tax returns to us, etc.).

Products:

Issuer offerings of securities on this Site are only suitable for U.S. Accredited Investors and non-U.S. Investors who are familiar with and willing to accept the high risk and non-liquidity associated with private investments. Securities purchased in these private placements are not publicly traded and are intended for Investors who do not have a need for a liquid investment. There can be no assurance that the securities price/valuation is accurate or that it is in agreement with the market or industry valuations. In addition, Investors will receive restricted securities that will require a one-year holding period before resale is permitted. Issuers seeking private placement investments tend to be in earlier stages of development and have not yet been fully tested in the public marketplace. A private placement investment requires high-risk tolerance, low liquidity concerns, and long-term commitments. Investors must be able to afford to lose their entire investment because that is a very real possibility.

Past performance is not a guarantee of future performance. The contents of this Site do not constitute financial, legal, or tax advice. Investors are solely responsible for conducting any legal, accounting or due diligence review. You should obtain investment and tax advice from your advisers before deciding to invest. Investment products are not FDIC insured, may lose value, and there is no bank or other guarantee.

None of the information contained in the publicly available portions of the Site (i.e., which is accessible to the public without becoming a registered User) constitutes a recommendation, solicitation or offer to buy or sell any securities, options or other financial instruments or other assets or provide any investment advice or service. The information contained in the Site has been prepared by the Issuer without reference to any particular Investor’s investment requirements or financial situation. The information and Services provided on the Site are not provided to, and may not be used by, any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or where Seed Equity is not authorized to provide such information or Services. Some products and Services described in the Site may not be available in all jurisdictions or to all clients.

Modifications:

Seed Equity reserves the right, at its sole discretion, to modify or replace any of the terms of this Agreement, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content) at any time. Such modifications shall become part of this Agreement and are automatically effective once posted on the Site. We may, but are not required to, send you an email about such modifications. This Agreement may not be orally amended. Seed Equity may also impose limits on certain features and Services or restrict your access to parts or all of the Services without notice or liability. It is your responsibility to check the terms of this Agreement periodically for changes. Your continued use of the Services following the posting of any changes to the Terms of Use constitutes acceptance of the changes.

Authorized User:

Our Services and certain pages of the Site are available only to Investors who have been authorized by us to access those Services and web pages on the Site. Such authorization may require completion of an accredited investor questionnaire (and providing additional verification) and satisfactory background information screening and/or identification verification. Only users of Seed Equity with a valid User ID and password are authorized to access Services on the Site and any related web pages.

As part of Seed Equity’s authorization process, each user shall be required to provide, among other things, a valid email address. In providing your email address and agreeing to these Terms of Use, each authorized user consents to receiving email notifications from us concerning offerings by Issuers.

Unauthorized use of the Site and our Services by you or others using your account to conduct any illegal activity, including, but not limited to laundering money, funding terrorism or other illegal activity. The misuse or sharing of passwords or misuse of any other information is strictly prohibited. You may not use the Site in any manner that could damage, disable, overburden, or impair the Site or Services or interfere with any other party's use and enjoyment of the Site or Services. You agree that you will not engage in any activities related to the Site that are contrary to applicable laws or regulations. You further agree that you are responsible for any unauthorized use of your password that is made before you have notified us of such use and we have had a reasonable opportunity to act on that notice. Seed Equity reserves the right at its discretion to suspend or cancel your password or otherwise disable your access to the Site, even without receiving such notice from you or providing notice to you, if we suspect that it is being used in an illegal, unauthorized or fraudulent manner.

Notwithstanding the above, you are responsible for monitoring your account and should promptly report any illegal, unauthorized or suspicious activity in your account to us at info@seedequity.com.

Proprietary Rights:

“Seed Equity The Investment Bank for Startups” is a registered trademark of Seed Equity. Seed Equity owns and retains all proprietary rights in the Site, the Services and all material and information posted thereon ("Content"). The Site contains the copyrighted material, trademarks and other proprietary information of Seed Equity and its licensors. You may not alter, modify, publish, distribute, publicly display or sell any Content or other such proprietary information, or otherwise copy or transmit any Content or other such proprietary information without the express written permission of Seed Equity.

In addition, to the extent you receive information from Seed Equity, Issuers or other Investors with respect to any investment activity on the Site, you may not further disclose or otherwise provide such information to another party in any way that allows a personal identification of such Issuer or Investor. You agree that Seed Equity may, at its sole discretion and to the extent permitted by law, access, read, preserve and disclose your account information, usage history and submitted Content in order to:

(i) cooperate with law enforcement or regulatory or self-regulatory organizations, (ii) comply with a legal obligation, (iii) protect and defend the rights or property of Seed Equity, (iv) act in urgent circumstances to protect the personal safety of users of the Site or the public against fraud or other harm, (v) enforce our customer and other agreements, (vi) protect against legal liability, (vii) comply with any applicable law, regulation, legal process, or governmental request; (viii) respond to claims that any Content violates the rights of third parties, including intellectual property rights; (ix) enforce this Agreement and investigate potential violations thereof; (x) detect, prevent, or otherwise address fraud, security, or technical issues; (xi) respond to your requests for customer service; or (xii) protect the rights, property, or personal safety of Seed Equity, its users, or the public.

Copyright Policy:

If you believe that any material on the Site violates this Agreement or your intellectual property rights, please notify Seed Equity as soon as possible by sending an email to info@seedequity.com with the following information in accordance with Section 512(c) of the Copyright Act: (i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) your contact information, including your address, telephone number, and an email address; (v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

We reserve the right to remove Content alleged to be infringing or otherwise illegal without prior notice and at our sole discretion. In appropriate circumstances, Seed Equity will also terminate a User's account (e.g., if the User is determined to be a repeat infringer).

Use of Links:

The Site may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. When you access third party websites, you do so at your own risk. These other websites are not under Seed Equity 's control, and you acknowledge that Seed Equity is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply an affiliation, sponsorship, or endorsement by Seed Equity or any association with the operators of the linked site. You further acknowledge and agree that Seed Equity shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any information, goods or services available on or through any such website or resource. You should also be aware that the terms and conditions and privacy policy of such sites may be different from those applicable to your use of the Seed Equity Site and Services.

Third Party Posts:

Seed Equity provides messaging capabilities that the users could communicate each other through our site. You agree that the messaging services does not entangle in such communication, or in any way indicate that Seed Equity has adopted the communication. We make no representation as to accuracy of the information communicated directly from issuers to investors and have no control or compliance oversight over such communication.

In addition, the third party posts do not reflect the position of Seed Equity and were not reviewed for completeness and accuracy. The third party posts were not endorsed or adopted by Seed Equity.

Termination:

Seed Equity may terminate your access to all or any part of the Site and Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your account. If you wish to terminate your account, you may do so by following the instructions on the Site. All provisions of this Agreement shall survive termination, including, without limitation, your pre-termination representations, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Warranty Disclaimer:

Seed Equity has no special relationship with or fiduciary duty to you. You acknowledge that Seed Equity has no control over, and no duty to take any action regarding: which Users gain access to the Site; what Content you access via the Site; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release Seed Equity from all liability for you having acquired or not acquired Content through the Site. Seed Equity makes no representations concerning any Content contained in or accessed through the Site, and Seed Equity will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site or the Services.

Seed Equity neither represents, warrants, covenants guarantees, nor promises any specific results from use of the Site.

THE SITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SERVICE OR ADVICE PROVIDED IN CONNECTION WITH THE SERVICES, IS PROVIDED "AS IS" WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS SITE AND SITE-RELATED SERVICES.

Seed Equity will not be liable in any way to you or to any other person for any inaccuracy, error or delay in or omission of any third party data or the transmission or delivery of any such third party data and any loss or damage arising from (a) any such inaccuracy, error, delay or omission, (b) non-performance or (c) interruption in any such third party data due either to any negligent act or omission by Seed Equity or "force majeure" or any other cause beyond the control of Seed Equity.

Electronic Communication Privacy Act Notice (18usc 2701-2711): Seed Equity makes no guaranty of confidentiality or privacy of any communication or information transmitted on the Site or any website linked to the Site. Seed Equity will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on Seed Equity's equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Services.

Indemnification:

You shall defend, indemnify, and hold harmless Seed Equity, its affiliates and each of its, and its affiliates employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from or relate to your use or misuse of, or access to, the Site, Services, Content or otherwise from your User Submissions (including breach of your representations to us), violation of the Agreement, or infringement by you, or any third party use of your account, of any intellectual property or other right of any person or entity. Seed Equity reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Seed Equity in asserting any available defenses.

Limitation of Liability:

IN NO EVENT SHALL SEED EQUITY, NOR ITS MANAGERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE-HUNDRED U.S. DOLLARS ($100.00). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

Governing Law; Arbitration:

Except as otherwise expressly provided in this Agreement, any civil claim which arises out of or relates in any way to this Agreement shall be resolved before a FINRA panel by binding and exclusive arbitration in Salt Lake City, Utah, in accordance with the following terms and procedures:

1. The party with a civil claim must notify the other party in writing by certified mail within the times set forth by statute for filing a civil claim of its desire to have the claim resolved by arbitration. Except as otherwise provided in this Agreement or required by FINRA, the arbitration proceeding shall be governed by the Utah Arbitration Act, Title 78B, Chapter 11 of the Utah Code.

2. Upon notice of a timely civil claim, the parties will agree upon an arbitrator or, if unable to agree, will seek court appointment of an arbitrator pursuant to the Utah Arbitration Act, Utah Code Ann. § 78B-11-112.

3. The arbitrator shall have no authority to add to, subtract from, or otherwise modify the terms of this Agreement or to make awards beyond those provided for by the statute or other cause of action under which the claim arises.

4. Any party to the arbitration may be represented by counsel. The party producing a witness is responsible for paying that witness’s fees and expenses. The arbitrator’s fees and expenses, including required travel and per diem costs, and the cost of any evidence or proof produced at the arbitrator’s direction may be apportioned and shall be borne as determined by the arbitrator. All decisions of the arbitrator made in accordance with this Agreement shall be final and conclusively binding upon the parties. The parties agree that the arbitrator’s award may be entered as a judgment by any court of competent jurisdiction.

5. Issues of procedure, arbitrability, appeal, or confirmation of award shall be governed by the Utah Arbitration Act, Utah Code Ann. § 78B-11-101 through 131.

This Agreement (and any further rules, policies or guidelines incorporated by reference herein) shall be governed by and construed in accordance with the laws of the State of Utah, without giving effect to any principles of conflicts of law. Judgment on any award entered by the arbitrator may be entered in any court having jurisdiction thereof. User agrees that it may bring claims against Seed Equity only in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

FINRA BrokerCheck Hotline - The Financial Industry Regulatory Authority, Inc. offers investors information and education through the FINRA BrokerCheck Hotline at 800-289-9999 and FINRA website at www.finra.org.

Registration Data; Account Security:

In consideration of your use of the Site, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration or account creation forms on the Site ("Registration Data"); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information that you provide to Seed Equity, to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to Seed Equity.

Integration and Severability:

This Agreement is the entire agreement between you and Seed Equity with respect to the Services and use of the Site, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Seed Equity with respect to the Site other than your account agreement with Seed Equtiy which is also valid, effective and fully enforceable. If any provision of the Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

Business Continuity Plan:

Seed Equity has developed a Business Continuity Plan on how we will respond to events that significantly disrupt our business. Since the timing and impact of disasters and disruptions is unpredictable, we will have to be flexible in responding to actual events as they occur. With that in mind, we are providing you with this information on our business continuity plan.

Contacting Us – If after a significant business disruption you cannot contact us as you usually do, you should email us at help@seedequity.com. In case of a significant business disruption, the firm will place a notification on its website at www.SeedEquity.com on next steps.

Our Business Continuity Plan – Significant business disruptions can vary in their scope (location) and severity (minimal to severe). Regardless of the scope and severity, we plan to quickly recover and resume business operations after a significant business disruption and respond by safeguarding our employees and property, making a financial and operational assessment, protecting the firm’s books and records, and allowing our customers to transact business. In short, our business continuity plan is designed to permit our firm to resume operations as quickly as possible, given the scope and severity of the significant business disruption. We plan to continue in business, transfer operations offsite if necessary, and notify you through our contact information on how to contact us. As the firm does not hold customer funds or securities, if the significant business disruption is so severe that it prevents us from remaining in business, we will assure our customer’s prompt access to their funds at the escrow agent (but will not provide access to your funds if such have, prior to the business disruption, been delivered to an Issuer).

Our business continuity plan addresses: data backup and recovery; all mission critical systems; financial and operational assessments; alternative communications with customers, employees, and regulators; alternate physical location of employees; and regulatory reporting.