Introduction and what these terms do
1.1 Who we are
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 our office address is 2nd Floor, Lincoln House, 296-302, High Holborn, WC1V 7JH
To contact us, please email [email protected] or use our chat support feature. We do not have an office telephone number and may refuse to contact you via telephone.
1.2 When these terms apply
Provided that you comply with these Terms, we grant you a personal, non-exclusive, non-transferable limited privilege to enter and use the Site.
IF YOU DO NOT ACCEPT OR AGREE WITH THESE TERMS, YOU MAY NOT ACCESS OR USE THIS SITE.
1.3 Terms subject to change
Please note that we may change, modify, add or remove sections of these Terms from time to time. We will post any changes to our Site by updating these Terms, but we may not make any separate publication about such changes, so please revisit these Terms every so often, because we assume that you agree with these Terms at all material times if you continue to use the Site.
These Terms were last updated on 02 December 2019.
We may suspend or withdraw our site
Our site is made available free of charge.
We will use reasonable efforts consistent with prevailing industry standards to maintain our Site in a manner which minimises errors and interruptions in the Site and will perform Site updates in a professional and workmanlike manner. The Site may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by us or by third-party providers, or because of other causes beyond our reasonable control, but we will use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.
We do not guarantee that our Site, or any content on it, will always be available or be uninterrupted or error free. We may suspend or withdraw or restrict the availability of any part of our site for any reason. We will try to give you reasonable notice in writing or by e-mail of any suspension, withdrawal, or scheduled service disruption, but we may not.
You agree that we may, in our sole discretion and without prior notice, terminate your access to the Site and/or block your future access to the Site if we determine you have violated these Terms or other agreements or policies which may be associated with your use of the Site.
It's your data
If you are using our Site, whether that be general browsing of our published content, or by making use of our chat support, we will not process a great deal of your data.
If you give us feedback on the Site, 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 Site unless we expressly state otherwise.
Confidentiality & proprietary rights
We are the owners of all intellectual property rights, including but not limited to all text, published material, sound, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, artwork and computer code, including but not limited to the design, structure, selection, coordination, expression, and “look and feel” of the Site, in our Site. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
In the course of assisting you on our live-chat, both of us understand that the other party has or may disclose business, technical or financial information relating to their business (“Proprietary Information”). Our Proprietary Information includes non-public information regarding features, functionality and performance of the Service.Your Proprietary Information includes non-public information data provided by you to us to enable the provision of our Services (“Consumer Data”) Both of us agree:
- to take reasonable precautions to protect such Proprietary Information and Customer Data; and
- not to use (Except in the performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information and Customer Data.
The foregoing provisions will not apply with respect to any information that any of us can prove:
- is or becomes generally available to the public;
- was in its possession or known by it prior to receipt from the other party;
- was rightfully disclosed to it without restriction by a third party;
- was independently developed without use of any Proprietary Information owned by the other party; or
- is required to be disclosed by law
You will own all right, title and interest in and to your data.
No rights or licenses are granted except as expressly set forth herein.
No Legal, Tax or Financial Advice
The Site provides access to a mix of industry standard, open-source and third party information and tutorials, analytics, data, and gives Users the ability to speak with our staff through our live chat support.
If you ask us what we think about a particular issue, we may give you our view, or direct you to a resource that will provide a potential answer. What we are not giving is qualified legal, tax or financial advice. You are the one who must verify the information we provide.
The content on our Site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our Site.
By using our Site, you agree that you are solely responsible for the appropriate use of any of our resources, instructions, tutorials, aggregated data, or information we give to you, obtained from or otherwise sourced in whole or in part from us or our Site. In particular, you agree that:
- We are not providing legal, financial, tax, investment brokerage or any other advice. The Site or our chat support should not be used as a substitute for advice from qualified legal, tax or accounting professionals.
- We are not providing any binding guarantee that any information we provide via articles or tutorials are suitable, sufficient or appropriate for the use to which you put them.
Whilst we deny that any legal responsibility arises when you use our Site, in the event we are wrong, we exclude all legal responsibility and costs for reliance placed by anyone on our Site.
Although we make reasonable efforts to update the information on our Site, we make no representations, warranties or guarantees, whether express or implied, that the content on our site is accurate, complete or up to date.
We are not responsible for websites we link to
We are not responsible for viruses and you must not introduce them
We do not guarantee that our Site will be secure or free from bugs or viruses.
You are responsible for configuring your information technology, computer programmes and platform to access our Site. You should use your own virus protection software.
You must not misuse our Site by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our Site, the server on which our Site is stored or any server, computer or database connected to our Site. You must not attack our Site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Site will cease immediately.
Our responsibility for loss or damage suffered by you
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 staff and for fraud or fraudulent misrepresentation.
Different limitations and exclusions of liability will apply to any potential liability arising when you use the Services on the Platform or as a result of the support we provide to you in connection with our Services. These are set out in our Terms of Service.
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:
(A) FOR USE OF THE SITE OR FOR ERROR OR INTERRUPTION OF USE OF THE SITE
(B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES;
(C) FOR ANY MATTER BEYOND OUR REASONABLE CONTROL; OR
(D) 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.
The above disclaimer applies to any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or other cause of action.
How you may and may not use material in our Site
You may only use this Site provided that:
- You are over 18 years of age
- You are using the Site for your own personal use
- You comply with all applicable laws, rules, regulations and court orders
You may print off one copy, and may download extracts, of any page(s) from our site for your personal use and you may draw the attention of others within your organisation to content posted on our site.
Our status (and that of any identified contributors) as the authors of content on our site must always be acknowledged.
You may not do any of the following:
- Use any part of the content on our site for commercial purposes without obtaining a licence to do so from us or our licensors;
- Modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
- Violate any copyrights, and other proprietary or intellectual property rights in this Site;
- Engage in any “data mining,” “deep-link,” “page-scrape,” or use “bots/spiders” or similar data gathering and extraction tools or methods in connection with this Site;
- Decompile, reverse engineer, disassemble, lease, sell, distribute, or reproduce this Site;
- Transmit, post, or otherwise make available: (a) content that is unlawful, false, inaccurate, harmful, obscene, or otherwise objectionable, including but not limited to any content that infringes on any intellectual property right or proprietary right; (b) viruses, Trojan horses or other harmful programs or material; or (c) not use any device, software or routine to interfere with the proper working of the Site, (d) advertising or promotional materials, “spam,” or any other form of solicitation;
- Misrepresent your affiliation with or impersonate any person or entity;
- Interfere with or disrupt this Site, including imposing an unreasonable or disproportionately large load on the infrastructure of the Site, or attempt to circumvent this Site’s security features;
- Remove or modify any copyright notices, other proprietary notices, or references to these Terms on this Site;
- Misrepresent the Site, or misinform others about the origin or ownership of the Site; and
- Probe, scan, or test the vulnerability of the Site or any network connected to the Site, nor breach the security or other authentication measures on the Site or any network connected to the Site
If you print off, copy or download any part of our Site in breach of these Terms, your right to use our site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.
Rules about linking to our Site
You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.
You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our parts where none exists.
You must not establish a link to our site in any website that is not owned by you.
Our site must not be framed on any other site, nor may you create a link to any part of our site other than the home page.
We reserve the right to withdraw linking permission without notice.
If you wish to link to or make any use of content on our site other than that set out above, please contact [email protected] or reach out to us on our live chat.
These Terms constitute the entire agreement with respect to access to and use of this Site.
You agree that any violation by you of these Terms will constitute an unlawful and unfair business practice, and will cause irreparable harm to us, for which monetary damages would be inadequate, and you consent to us obtaining any injunctive or equitable relief that we deem necessary or appropriate in such circumstances. These remedies are in addition to any other remedies we may have at law or in equity. The failure by us to enorce any provision in these Terms will not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.
If any reference in these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.
Our agreement under these Terms is not assignable, transferable or sublicensable by you except with our prior written consent. We may transfer and assign any of our rights and obligations under these Terms without consent. Our agreement under these Terms is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms, and that all waivers and modifications must be in writing signed by both parties, except as otherwise provided herein.
No agency, partnership, joint venture, or employment is created as a result of our agreement under these Terms and you do not have any authority of any kind to bind us in any respect whatsoever. In any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover costs and legal fees.
All notices under these Terms will be in writing and will be deemed to have been duly given when received, or if transmitted by email, the day after it is sent.
Our agreement under these Terms will be governed by the laws of England and Wales and we both agree to the exclusive jurisdiction of the courts of England and Wales.