SeedLegals.com is a site, service and platform that provides document automation, cap table management, team agreements and other features relating to growing, running and funding a company. The site and platform is owned and the service is provided by SeedLegals Ltd (“SeedLegals”, “us” and “we” below), Company Number 10368887, a limited company registered in England and Wales and you will find us at our office address which is 2nd Floor, Lincoln House, 296-302, High Holborn, WC1V 7JH. You can find out our registered office address at UK Companies House.

SeedLegals is not a law firm and isn’t regulated as such. It’s important that you understand what this means in terms of the services we provide to you and the regulatory protections available to you. We have explained this in more detail in section 3 and we recommend you read the section carefully.

To contact us, please email hello@seedlegals.com or use our chat support feature. We do not have an office telephone number but we are happy to engage with you via online video chat.

These Terms of Service (“Terms”) apply when you (“your” and “User” below) create an account to use any features, services, products or tools (together, the “Services”) offered on our platform at https://app.seedlegals.com (the “Platform”). These Terms are separate to the Terms of Use which apply when you are using our website https://seedlegals.com (“Site”).

To use our Services you must agree to these Terms so please read them carefully. We recommend that you download these Terms for future reference. We’ll ask you to confirm that you agree to these Terms when you create an account to use the Platform and Services and a contract will come into existence between you and us when you confirm you accept the Terms. If you use any of our Services before you have confirmed that you accept these Terms then, by using our Services, you agree that you have read, understood and accept these Terms, our Terms of Use for our Site and our Privacy Policy, Cookie Policy and all/any other notices posted by us on our Site or directly to you. If you disagree with any of these Terms, please do not proceed to payment as we do not provide any refunds. You can find more information about refunds in clause 7.7.

You are responsible for ensuring that all persons who use our Services through your internet connection are aware of these Terms, our Privacy Policy and Cookie Policy and that they comply with them.

If you sign up to our Platform or use our Services, you’ll be confirming that you intend to use the Platform and Services in the course of your business, craft, trade or profession and that you are a ‘professional’ and not a ‘consumer’ under French consumer law. When you use the Services on behalf of a Company, then by accepting these Terms you confirm that you have sufficient authority to enter into a contract on the Company’s behalf and that you understand and agree that the Company will be our customer and not you personally. Even if you haven’t set up a company yet, you’ll be treated as a ‘professional’ and not a ‘consumer’ under French consumer protection law when you sign up to our Platform or use our Services and, once you have set up your Company, any further instructions you give us will be from the Company and not you personally.

In the course of using the Platform and our Services, you will be able to share documents with third parties and give those parties access to certain parts of the Company’s profile on the Platform, which will allow those parties to view and sign documents, view the Company’s profile (e.g. the cap table and debt table, if you have given access), view the status of their options or details relating to their employment (if you have given them access to the Option Holder View or Employee View on the Platform) and contact our customer support on the Platform. For the avoidance of doubt, we act for and accept instructions solely from the Company and we do not act for any third party, including the Company’s founders, employees, consultants, investors, advisors or other affiliates.

IF YOU DO NOT ACCEPT OR AGREE WITH THESE TERMS YOU CANNOT USE THE PLATFORM OR OUR SERVICES. IF YOU HAVE PROCEEDED TO PAYMENT AND THEN COMMENCE USE OF THE SERVICES WE WILL DETERMINE THAT YOU HAVE ACCEPTED THESE TERMS IN FULL.

We will not provide our documents or products to you to inspect or review before you decide to purchase. We encourage you to ask for a web demonstration given by one of our team members who can show you over screen sharing software what any given product contains and how our Services work. We also have video tutorials on our Site that can provide more insight into the product or Service you are thinking about purchasing.

All payments you make are non-cancellable and non-refundable, subject only to the provisions of clause 7.7 and clause 9.5. Please read those clauses carefully before you make a purchase.

Your personal and company data is sensitive and entitled to protection. All rights, titles and interests in your data held in the SeedLegals platform are 100% yours. Any personal, company and user-generated information will only ever be uploaded voluntarily by you and you confirm that you have obtained the necessary consent and have given appropriate notices to lawfully upload any individual’s personal data to our platform for the duration and purposes of these Terms. We’ll never share or make your data or information available to anyone without your explicit permission (other than being legally required such as by a court order).

Your data is uploaded and downloaded over a secure connection, your credentials are encrypted and hashed. We don’t store (or even know) your password. Your company data and any Confidential Information you may upload to the platform is stored securely, and only people you’ve assigned as members of your team (in addition to any persons approved under clause 2.4) can access your data, per the access permissions you assigned to those team members. We expect you to ensure that your team, particularly those you give Admin access to, have strong passwords, ideally different from their social network site logins.

If you establish an account on the Platform, you are responsible for maintaining the confidentiality of your user ID and password, and you are responsible for all activities that occur under your password or user ID. You agree to: (i) log out from your account at the end of each session; and (ii) immediately notify us at hello@seedlegals.com of any unauthorized use of your password or user ID or any other breach of security.

You are responsible for all content that you transmit or otherwise make available to our Site and Platform. Your access to and use of this Platform may be monitored, including but not limited to, for the purpose of identifying illegal or unauthorized activities.

All personally identifiable information collected from you is governed by our Privacy Policy.

Subject to the confidentiality obligations created under these Terms (see below), you agree that we have the right to collect and analyse specific data points and other information gained from your company profile, settings and including but not limited to interactions with our team on our chat support. This covers, without limitation, information concerning your data and data derived therefrom, and we will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Site/Platform and for other development, diagnostic and corrective purposes in connection with the Site/Platform; and (ii) to disclose such data solely in aggregated or other de-identified form in connection with our business, for example, we could indicate that most early stage startups offer x% of their equity for €y. This is for the mutual benefit of all our users.

For more information about your data please click here to view our Privacy Policy.

Occasionally you may contact us for customer support. It may be necessary for our team to access your company’s profile page for the purpose of assistance, to enable them to see what you are having an issue with or for them to inspect a document you have referred to. This will only happen with your implied consent to do so, such as during an active conversation between yourself and a team member on our live chat software or where it is necessary to answer a question you have asked them on email/chat support.

Once you have finished working with that team member, they will remove their access from your company’s profile. We also require our team members to regularly review the list of companies they have access to and to remove themselves from any company that they are not actively assisting to minimize the risk of any data breach.

Additionally, you also have the ability to remove our team members from your company’s profile at any time, so that only those who you have permitted to have access to your data have it.

If you give us feedback on the Platform, for example recommendations for improvements or features, such feedback will be deemed non-confidential and non-proprietary and implementation of that feedback is owned by us and may become part of the Site or the Platform without compensation to you. We reserve all rights in and to the Platform unless we expressly state otherwise.

If phone numbers are provided along with other contact details you may or may not receive phone calls / SMS / emails from your account owner. You can opt-out of this contact by emailing us at support@seedlegals.com or by requesting so on our web chat.

As part of providing the Site, the Platform and the Services to you, we will process personal data. We will do so either as a data controller (meaning, we decide the manner and purpose of the processing) or data processor (meaning, we process the data on your behalf and on your instructions) depending on the circumstances. In this clause, “personal data”, “data controller” and “data processor” have the meanings given to them in the European Union General Data Protection Regulation.

When we process your personal data for our own business purposes (for example, creating your account, managing our relationship with you, handling customer service questions and managing billing and invoicing), we are the data controller. In that case, we will process personal data in accordance with our Privacy Policy.

When we process personal data on your behalf for your business purposes (for example, document automation, cap table management, team agreements and other features relating to growing, running and funding your company), we are the data processor. In that case, we will process personal data in accordance with our Privacy Policy and this clause 2.

Both parties will comply with all applicable requirements of the European Union Data Protection Regulation, the French Loi Informatique et Liberté dated January 6, 1978 and modified in June 20, 2018,  and all other mandatory data protection laws and regulations applicable in France (“Data Protection Legislation”). This clause 2 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.

When we act as a data processor on your behalf, we will carry out the processing activities below:

1. Subject matter of the processing: the provision of the Site, the Platform and Services to you.
2. Duration of the processing: starting on the date you provide the relevant personal data to us (for example by adding an employee’s details when you create an employment agreement on the platform, or when you send us an investor’s details through our live chat support or by email) until you either remove the relevant personal data from the platform or delete your account with SeedLegals.
3. Nature and purpose of the processing: adding relevant personal details to the documents you create on the platform, for example employee’s details in employment agreement, and investors’ details in your cap table and agreements relating to funding rounds.
4. Type of personal data involved: name, address, email address, salary or consultancy fees (founders, employees, consultants and advisors), job title and other details relating to employment or consultancy (founders, employees, consultants and advisors).

Categories of data subject: you, the company’s founders, shareholders, directors, employees, consultants, advisors, affiliates and investors, depending on what documents you create on the Platform (if you don’t create employment agreements, we won’t process data relating to your employees).

We will only act on your documented instructions (including with regard to transfers of personal data to a third country or an international organisation) unless we are required by law to act without such instructions. You can provide us with your instructions by making selections and inputting information on the Platform, or when you communicate with us through our live chat support or by email.

If we are required by law to process personal data and don’t have your instructions to do so, we will notify you before we carry out the processing required by law (unless the law prohibits us from notifying you).

We have implemented appropriate technical and organisational measures to ensure we can securely process personal data. This includes measures to address the particular risks that are presented by processing, for example from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the personal data we process on your behalf. When implementing these measures, we will take into account:

1. the state of technological development and the availability of relevant technology (for the purposes of Article 32(1) of the GDPR);
2. the costs of implementation of any measures (which may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of our systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures we have adopted);
3. the nature, scope, context and purposes of processing; and
4. the risks for the rights and freedoms of the data subjects.

We will ensure that everyone who has access to or processes personal data on your behalf agrees to keep the data confidential. This mainly includes SeedLegals employees who are subject to confidentiality obligations under their employment contracts. If we engage any third parties to process personal data on your behalf, we will ensure that they are subject to a duty of confidence before we share any personal data with them.

By accepting these Terms, you authorise us to appoint third parties to process personal data as a sub-processor as we see fit. This clause will be deemed to be your general written authorisation under Article 28(2) of the GDPR. We will let you know if we plan to make any changes concerning the addition or replacement of any sub-processors before we make the change.

When we engage a sub-processor, we will ensure that we have a written contract in place with the sub-processor that sets out the same data protection obligations on the third party as are set out in this clause 2 (or substantially on that sub-processor’s standard terms of business), in particular providing sufficient guarantees to implement appropriate technical and organisational measures to ensure that the processing will meet the requirements of the relevant Data Protection Legislation.

If we appoint a sub-processor, we remain fully liable to you for the performance of the sub-processor’s data protection obligations.

We are not a law firm and aren’t regulated as such. Law firms in France are authorised and regulated by the National Bar Council (Conseil National du Barreau – “CNB”) and it’s important that you understand that we are not regulated or authorised by the CNB. This means we can’t provide legal services that are “reserved” to lawyers, such as conducting litigation, conveyancing, probate activities, notarising or the administration of oaths.

It is recalled that the Platform does not provide (1) any legal consultation service or drafting of private deeds prohibited by article 54 of the law of December 31, 1971 (amended) and (2) any offer of services relating to legal assistance and representation, in accordance with article 16(I, 2) of the law of 21 June 2004 on confidence in the digital economy.

In accordance with the applicable regulations and, in particular, with the provisions of the French law of December 31, 1971, SeedLegals, its managers and employees do not provide legal advice, draft private deeds or represent the User. SeedLegals, its managers and employees do not act as lawyers for the User. 

SeedLegals provides its Users with software and information allowing them to customize the templates of administrative and legal documents available on the Platform.

By using our Services and our Platform, you acknowledge that you’re creating the documents yourself, without the advice of a legal professional (unless you have independently sought the advice of a legal professional outside SeedLegals), that the said templates are to be completed by you, and that a template cannot always be adapted to fit each specific situation. We cannot guarantee that the models used will always meet the needs of a User, as a questionnaire cannot consider all their specific circumstances, and it is the User’s responsibility to verify that the templates meet their specific situation.

We do not guarantee the legal effectiveness of the information and documents on the Platform. SeedLegals shall in no event be liable for any omission, inaccuracy or error contained in such information and documents which may cause direct and/or indirect damage to a User. In the event that our liability would be established and retained due to a prejudice suffered by the User and attributable exclusively to the content of a document proposed by SeedLegals, it would be limited to the amount of the fee paid by the User to SeedLegals.

The Platform and related Services constitute an online portal that provides information and access to a mix of industry standard, open-source, third party and proprietary documents, guides, templated forms, analytics and data, team administration and networking functionality, cap table modelling, and additional features to assist with the completion of tasks relating to company incorporation, funding rounds, option schemes and general company and team administration.

As you navigate through our Services and build documents on the Platform you will be guided by our ‘hints’ that help you choose the required data and in some instances, whether to include or not include a particular term. Of course, these choices may change as you negotiate with other stakeholders. These hints have been created to help you understand different terms and commercial decisions. Whilst sourced from experts and reflecting industry best practice, they are provided for general information only. They are not intended to amount to legal, tax, accounting or financial advice on which you should rely. 

If at any point you are still uncertain about your selection, you should obtain professional or specialist advice from independent legal, tax, accounting or financial advisors before taking or refraining from any action on the basis of those hints. If you do not know of a qualified and regulated person or firm, we can suggest to you a number of partner firms and professionals we know in your jurisdiction. Such suggestions shall not under any circumstances:

– undermine the principle of free choice of lawyer and freedom to set fees;

– mislead the public about the skills and the nature of the lawyer’s involvement;

– undermine, in any way whatsoever, any of the essential principles of the profession of lawyer referred to in Article 1 of the National Internal Regulations (RIN) of the legal profession established by the National Bar Council (Conseil National du Barreau).

Likewise, as you navigate the Platform and use our Services you can communicate with our team on our live chat support. From time to time you will have certain commercial questions you would like to receive our recommendation on. You may put your questions to our customer support team. We will try to provide you with an informed response based on our experience or direct you to a relevant resource. However, at no point does this information qualify as legal, tax, accounting or financial advice, nor should it be taken in substitution to such qualified professional advice. No lawyer-client relationship is created between you and the person answering your questions at any time, and none of our customer support team members are persons regulated by the French National Bar Council.

For the avoidance of doubt, by using the Platform and our Services, you agree that:

• You are solely responsible for the appropriate selections within any documents;
• The hint text, instructions and tutorials are created for a wide audience and may not suit your individual company’s needs, and may be out of date for your company’s needs at any given time;
• The documents available via the Platform may not fit your specific circumstances. You should make your own judgement on the suitability of any such materials to your or any third party’s circumstances, or obtain your own legal, tax, accounting or financial advice to review such materials before using them;
• The outcome of any application for tax relief completed using the Platform ultimately rests with the relevant tax authority and we will not be responsible for any application rejections or subsequent loss of tax relief. Related UK products include but are not limited to Advance Assurance and Compliance for the Seed Enterprise Investment Scheme and the Enterprise Investment Scheme, Enterprise Management Incentive options and R&D Tax Credits;
• We are not providing legal, tax, accounting, financial, investment brokerage or any other advice. The Platform, Site or our chat support should not be used as a substitute for advice from qualified legal, tax, accounting or financial professionals relevant to the jurisdiction in which you or your company are operating;
• Whilst we deny that any legal responsibility arises when you use the Platform or our Services, in the event we are wrong, we exclude all legal responsibility and costs for reliance placed by anyone on the Platform, our Services or information gained from our live chat support; and
• You understand and accept the differences in the regulatory protections that are available to you as outlined above.

Although we make reasonable efforts to update the information on the Platform, we make no representations, warranties or guarantees, whether express or implied, that the content on our Platform is accurate, complete or up to date.

You will pay us the fees together with any VAT and any other applicable charges described for each Service you subscribe for or purchase in accordance with these Terms (“Fees”). Full details of the applicable Fees can be found on our pricing page.

We reserve the right to change the Fees at the end of the Initial Service Term or applicable Renewal Period (defined in clause 7.4 below) upon prior notice to you, which may be sent by email.

For Subscriptions (as defined in clause 7.4 below) or one-off purchases made on the Platform, payment is due on the terms applicable to that Subscription or one-off purchase as displayed at the point of purchase. For example, some of our products will ask you to “unlock” them before you can access a full version of them. In order to “unlock” those products you will need to enter valid payment details and pay immediately to use the product. 

For purchases that are invoiced by SeedLegals, payment is due in accordance with clause 7.3. Unpaid amounts may result in termination of Service. 

You will be responsible for all taxes associated with your use of Services that are attributable to or due by you. If an applicable tax authority requires us to pay any taxes that should have been payable by you, we will advise you in writing, and you will promptly reimburse us for the amounts paid.

If your use of the Services requires the payment of additional Fees, you agree to pay the additional Fees in the manner provided herein. This may happen where you “unlock” a funding round and agree in advance to paying a certain balance at completion of the funding round, but then as you proceed through the round, gain more interest from investors, causing the round size, and as a result our Fees, to increase. In that situation, we will invoice you for the difference in the Fees in accordance with clause 7.5.

Payment for invoices is due on the date specified in the relevant invoice or, if no date is specified on the invoice, within 30 days of your receipt of the invoice. 

If payment is not received by the due date, we reserve the right, in addition to taking any other action at law or equity, to (i) charge interest on past due amounts at the rate set according to articles L313-2 and L313-3 of the French Code Monétaire et Financier and to charge all expenses of recovery (including reasonable legal fees), (ii) suspend your access to the Services until overdue amounts are paid in full, including any interest assessed on the overdue amounts, and (iii) terminate our agreement.

Ongoing access to all Services and features of the Platform requires a subscription to one of our plans (“Subscription”).

The first 30 days of your Subscription (if you’ve selected a monthly plan) or the first year of your Subscription (if you’ve selected a yearly plan), will constitute the “Initial Service Term”.  Thereafter, your Subscription will be automatically renewed for successive periods of 30 days (if you’ve selected a monthly plan) or 12 months (if you’ve selected a yearly plan), each a “Renewal Period”, and you will continue to be charged Fees for the Subscription on a monthly (if you’re on a monthly plan) or annual (if you’re on an annual plan) basis, until your Subscription is cancelled in accordance with clause 8. The Initial Service Term together with any subsequent Renewal Periods will constitute the “Service Term”.

If you sign up to a monthly Subscription, you can switch to an annual Subscription at any time. Annual Subscriptions can be upgraded, downgraded or cancelled on the anniversary of the commencement of that annual Subscription.

As such, if we do decide to change the Fees for the Subscription plan that you are currently subscribed to, we will not impose those new Fees on you without advanced prior written notice and we will allow you to choose whether to continue your Subscription on the revised prices before we begin charging you at the new price.

Other products, such as our funding round, advance assurance product and our EMI options package are purchased on a one-off basis in addition to a Subscription plan. Once purchased, you will have unlimited access to that product for so long as you have a valid Subscription to the relevant plan that the product relates to.

When you purchase a one-off product, whether you use one, or all of the documents included in the particular product, you are nevertheless liable to pay us the Fees in full for that product.

Some of our one-off products are subject to Fees which are determined by reference to the total investment amount raised in a funding round or pursuant to an agile investment instrument (e.g. Instant Investment, SeedFAST, SeedNOTE, or in France, BSA Air), or by reference to the total claim amount (e.g. R&D Tax Credits). By purchasing the respective one-off product you agree to pay such Fees at completion of the product workflow, based on the fee estimation set out at the point of purchase and subject to clauses 7.2 and 7.7 of these Terms.

The Fees you pay for such one-off products are subject to change based on the total investment amount raised. Where you “unlock” an investment product at a certain price based on an estimated total investment amount but the total investment amount changes before completion, the total Fees payable will be determined by reference to the final total investment amount, based on the sliding scale on our pricing page.

All one-off products are non-refundable, including in situations where you cancel your Subscription to the relevant plan that the product relates to. You can find more information about refunds in clause 7.7.

Paragraphs 7.3-7.5 are subject to any promotional offers we may make from time to time. For example, we may choose to offer discounted Fees for our Subscription plans during a limited promotional period. If we do that, we will start charging you Fees at the standard non-promotional advertised price on our pricing page after the promotional period ends.

All payments you make are non-cancellable and non-refundable, subject only to the provisions of this clause 7.7 and clause 9.5.

(a) Subscriptions

When you first sign up to the Platform by purchasing a Subscription, you can cancel your purchase and ask for a refund by telling us in writing of your wish to cancel within 2 working days of purchasing your Subscription (“Cooling-off Period”). 

We will assess your refund request and we will only process a refund if we are satisfied that no documentation has been created on your company profile during the Cooling-off Period. For the avoidance of doubt, creation of any documentation within the Cooling-off Period will render your Subscription non-refundable.

Subscriptions are non-refundable after the Cooling-off Period.

(b) One-off products

All one-off products are non-refundable, including where you cancel your Subscription to the relevant plan that the product relates to.

Where you have paid Fees which have been determined by reference to the total investment amount raised in a funding round or pursuant to an agile investment instrument (e.g. Instant Investment, SeedFAST, SeedNOTE) and the total investment amount is later reduced due to investors withdrawing their planned investments, we may in our sole discretion agree to apply credit to your account. The amount of such credit will be equal to the difference between the Fees you paid in respect of the total investment sum to be raised minus applicable the Fees payable in respect of the reduced investment sum your company raised after investors withdrew their planned investments, in both cases as determined based on the sliding scale on our pricing page.

Such credit will be applied to your company account and can be used for a period of 5 years for paying Fees for any other Services, solely in respect of the purchases made on the company account to which the credit was initially applied. Any unused credit will expire after 5 years and can no longer be used once expired.

No refund will be issued in addition to the credit applied to the company account for use in future purchases.

(c) We may refund Fees at our sole discretion

We may decide to refund you Fees you have paid for the Services if we at our sole discretion consider that we do not have the technical infrastructure to provide the Services to your company at the time of your purchase (for example, if our cap table cannot support your current share capital structure). 

Any such refund is given strictly subject to the condition that you have not and will not create, download and/or use any document generated as part of the product whose purchase is being refunded. 

If we in our sole discretion refund any Fees you have paid and later discover that you have created, downloaded and/or used a document from the Platform, whether in a modified form or not, we will invoice you for the cost of the document and you will be liable to pay our Fees in full.

Subject to earlier termination as provided below, our agreement under these Terms is for the Service Term specified in the plan you signed up for. Upon expiry of the Initial Service Term or an applicable Renewal Period, this agreement will be renewed automatically in accordance with clause 7.4 above until terminated in accordance with this clause 8.

In addition to any other remedy, either party may also terminate our agreement under these Terms upon thirty (30) days’ written notice, such notice to expire no earlier than the end of the Initial Service Term or applicable Renewal Period as set out in clause 7.4.

We may terminate our agreement with you with immediate effect for a material breach of these Terms or for any other reason, at our own discretion. You will pay in full for the Services that you contracted for. For a reasonable amount of time following any termination, you will be able to access and save your documents and data upon request.

We will continue storing your documents and data for a reasonable amount of time following cancellation of your Subscription so that you can continue where you left off once you choose to re-subscribe, but we do not guarantee that we will store this data forever and will not be held responsible or assume any liability for its deletion. As such, we recommend you download your documents and data before your decision to cancel your Subscriptions so you have your own copy of that information should you need them outside of being a SeedLegals subscriber.

Some of the terms in our agreement will continue to be enforceable, even after termination including, without limitation, the right to be paid, confidentiality obligations, warranty disclaimers, and limitations of liability.

By entering into an agreement under these Terms on behalf of a company or other legal entity, you represent that you have the appropriate authority to bind such entity and its affiliates to these Terms. In which case the terms “you”, “your” and “user” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with the Terms, you must not accept any agreement under these Terms and may not use the Platform or our Services.

You confirm that:

• you are over 18 years of age;
• are only using the Platform for your own personal use or as a person with appropriate authority on behalf of a company or other legal entity;
• that you comply with all applicable laws, rules, regulations and court orders; and
• that you adhere to all our published policies then in effect.

Should you not be able to confirm the above you must stop using the Platform and our Services immediately.

You warrant that you will not, directly or indirectly: 

• reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); 
• modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by us or authorised within the Services); 
• use the Services or any Software for time-sharing or service bureau purposes or otherwise for the benefit of a third party;
• introduce or permit the introduction of any virus into our IT systems; 
• access all or any part of our Platform or Services in order to build a product or service which competes with us; or
• remove any proprietary notices or labels.

With respect to any contracts, documentation, forms, funding agreements, or any other material obtained through, exported, or created for you by the SeedLegals Site or Service (the “Materials”), we hereby grant you a non-exclusive, non-transferable, non-sublicensable licence to use such Materials only in connection with the Services.

We will indemnify you and hold you harmless against any claims by third parties resulting from any alleged infringement by the Service of any patent or misappropriation of any trade secret, provided we are promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defence and/or settlement; We will not be responsible for any settlement we do not approve in writing.

The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by us, (ii) made in whole or in part in accordance with your specifications, (iii) that are modified by you or other parties after we have delivered them, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where we continue allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where your use of the Service is not strictly in accordance with these Terms.

If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by us to be infringing, we may, at our option and expense (a) replace or modify the Service to be non-infringing, provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for you a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate our agreement under these Terms and your rights hereunder and provide you a refund of any prepaid, unused fees for the Service.

We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our team and for fraud or fraudulent misrepresentation.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, WE AND OUR OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES WILL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY OF LIABILITY: 

(A) FOR USE OF THE PLATFORM, SERVICES OR FOR ERROR OR INTERRUPTION OF USE OF THE PLATFORM OR SERVICES;

(B) FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; 

(C) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; 

(D) FOR ANY MATTER BEYOND OUR REASONABLE CONTROL; OR 

(E) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY YOU TO US FOR THE SERVICES UNDER THESE TERMS IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

These Terms fairly allocate the risks between us, on the one hand, and you on the other. You acknowledge and agree that the pricing of our Services reflects this allocation of risk and the limitation of liability specified herein and that we would not enter into this agreement without such allocation and limitation.

Whilst we do not guarantee that our Platform or any Services available through it will always be available or be uninterrupted or error free, we will use reasonable efforts consistent with prevailing industry standards to maintain the Platform in a manner which minimises errors and interruptions in the Platform and our Services. We will perform Platform updates in a professional and workmanlike manner. The Platform may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance or because of other causes beyond our reasonable control, but we will use reasonable efforts to communicate this via social media channels or on our Site, and we will aim to provide (where possible) an estimated time by which the Platform and Site will resume their normal service.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USE OF TRADE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. OUR SERVICES ARE PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. WE SHALL HAVE NO RESPONSIBILITY FOR DETERMINING THAT YOUR PROPOSED USE OF OUR PLATFORM OR SERVICES COMPLIES WITH APPLICABLE LAWS AND REGULATIONS IN YOUR JURISDICTION(S).  YOU ACKNOWLEDGE AND AGREE, THAT NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, PROVIDED BY US WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT.