SeedLegals Web Site & Service
APPLICATION OF THESE TERMS
SeedLegals is a site, service and platform that provides document automation, team management, cap table management, and other features relating to growing, running and funding a company. The platform is owned and the service provided by SeedLegals Ltd, a company registered in England.
To use SeedLegals you must agree to these Terms so please read them carefully. Please note that we may change or update these Terms. We will post any changes (including the effective date) to our Site so please revisit them every so often because we will assume that you agree with them if you continue to use SeedLegals.
When you access SeedLegals we allow you to use our software, where “software” includes the software we developed to run our Site, any related documentation or data distributed to you and any future fixes, updates and upgrades, solely for you to use SeedLegals in accordance with these Terms.
This license is non-transferable, for your personal use and for use on devices that you own or control and is subject to you doing / not doing all these things:
- not copying our software (other than a single copy for your own backup purposes);
- not removing, modifying or obscuring any copyright, trade mark or other proprietary rights notices contained in SeedLegals;
- not reverse engineering, decompiling, or disassembling SeedLegals;
- not granting any rights in SeedLegals to anyone else without our prior written consent;
- not uploading anything to SeedLegals that contains any viruses, worms, malware, Trojan horses or other harmful or destructive content designed to interrupt, destroy or limit the functionality of any aspect of SeedLegals;
- not exporting or re-exporting the software in violation of US export laws;
- not being located in a country that is subject to a US Government embargo, or that has been designated by the US Government as a “terrorist supporting” country or being listed on any US Government list of prohibited or restricted parties;
- not accessing, creating or modifying the source code of our software in any way;
- not using SeedLegals in any way that impedes the normal enjoyment of, or performance by, SeedLegals by another user;
- not using SeedLegals to track, monitor or analyse user behaviour in any manner;
- not attempting to compromise any security measures employed by SeedLegals or SeedLegals’ third party partners, including, but not limited to, tampering with such measures;
- complying with all other terms and warranties of these Terms and applicable laws and regulations;
- complying with any other terms that apply to Sites you access via SeedLegals; and
- not taking any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers’) infrastructure.
If you don’t comply with these conditions, we may terminate your access to SeedLegals and take other action we deem appropriate.
USER GENERATED CONTENT
SeedLegals is set up to display content generated by users (“User Generated Content”). We don’t review, and cannot review, the content accessible via SeedLegals, and cannot therefore be responsible for it. We don’t endorse any content uploaded, or believe such content to be accurate, useful or non-harmful. Each user chooses, and is responsible for, the content that is uploaded via SeedLegals, and your access of User Generated Content is solely at your own risk.
If you submit content to or via SeedLegals, you agree to the following:
- you will only upload content that you own or are permitted to upload;
- you will not post or distribute any content which infringes any intellectual property (“IP”) rights or any other party’s right to privacy, publicity rights or contractual rights;
- you agree not to assert your “moral rights” (rights of authorship and rights not to have your work treated in a derogatory manner) in any content uploaded via SeedLegals;
- you will not upload any content which you know is false, or is defamatory, libellous, deceptive, invasive of another’s privacy, tortious, pornographic, profane, hateful or racially or ethnically objectionable, unlawful, obscene, harmful, offensive, misleading or inappropriate, or contains or depicts nudity or sexual activity; and
- you will not upload any spam (unsolicited advertising material), or unwanted commercial content designed to drive traffic to third-party sites or boost the search engine rankings of third-party sites.
If we become aware of any breach of these terms, we may modify, withdraw or refuse to display the relevant content at any time in our discretion and/or withdraw your right to use SeedLegals.
CONTENT PROVIDED BY US
All IP rights in content and code provided by SeedLegals are and remain our property, or the property of our affiliates or partners. When you access SeedLegals you agree not to do any of the following (nor allow anyone else to do them) in relation to any content provided in SeedLegals where “content” includes any programming (or other IP) owned or distributed by us or our partners:
- modifying or using any content otherwise than as allowed under these Terms;
- using, marketing or re-distributing any content through any software application other than SeedLegals;
- downloading, re-transmitting, reproducing or storing the content on any device or media (other than for any brief periods of time necessary for streaming of any content); and/or
- reformatting, optimising or customising the content for display, distribution or transmission.
When you visit the SeedLegals Site, you will be asked to create a SeedLegals account (“Account”) by registering with your email address and password or using your LinkedIn or other supported 3rd-party login. You can also connect to supported third party services (e.g. LinkedIn) to use certain features. Connecting to a third party service is subject to your compliance with these Terms as well as any terms of the third party service provider.
You are responsible for all activity that occurs under your Account so please keep any password confidential and access to your computer or access device secure. You must notify us of any known or suspected unauthorized use of your Account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password or login details.
THIRD PARTY SITES AND APPS
Content posted in SeedLegals may include links to other sites. Even though these sites are accessible via SeedLegals, they are not owned or controlled by us. As a result, we are not responsible or liable for, and you release us from, any loss or damage incurred by you as a result of, with regard to such third party sites, what you experience, the content you access, what impact that content has on you, or any dealings between you and these third parties or the failure of third party sites to function properly. The inclusion of any link or grant of access does not in any way imply or express an affiliation, endorsement or sponsorship by SeedLegals of the site and/or its contents.
ADVERTISING AND COOKIES
If you experience a problem with SeedLegals, please report it to us. We may occasionally restrict access to SeedLegals to carry out repairs, maintenance or to introduce new functionality or services, but we will try to keep disruption to a minimum.
NOTIFICATION OF COPYRIGHT INFRINGEMENT
SeedLegals will investigate notices of copyright infringement. If you are a copyright holder who believes that any of the products, services or content which are directly available via SeedLegals are infringing copies of your work, please let us know. A notice of alleged copyright infringement should be emailed to us at email@example.com. A notification of claimed copyright infringement must include the following: (a) A physical or electronic signature of the owner (or person authorized to act on behalf of the owner) of the copyright that is allegedly infringed; (b) Specific identification of each copyrighted work claimed to have been infringed, including if applicable, the Copyright Registration Certificate Number; (c) A description of where the material believed to be infringed is located on SeedLegals (please be as detailed as possible and provide a URL to help us locate the material you are reporting); (d) contact information for the complaining party, such as a complete name, address, telephone number, and email address; (e) A statement that the complaining party has a good faith belief that use of the work(s) in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Once we receive a notification of infringement, it is our policy to remove any infringing content and terminate the accounts of repeat infringers. Upon receipt of a written notice containing the information and statements specified in the previous paragraph we will promptly (a) disable or remove access to the material that is alleged to be infringing, (b) forward the written notification to such alleged infringer (“Infringement Notification Recipient”), (c) and take reasonable steps to notify such Infringement Notification Recipient that we have removed or disabled access to the materials, and that such Infringement Notification Recipient has the right to file a counter-notification.
To be effective, a Counter Notification must be a written communication provided by an Infringement Notification Recipient to SeedLegals by email that includes substantially the following:
- A physical or electronic signature of the Infringement Notification Recipient;
- Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
- A statement under penalty of perjury that the Infringement Notification Recipient has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
- The Infringement Notification Recipient’s name, address, and telephone number, and a statement that the Infringement Notification Recipient consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the Infringement Notification Recipient ‘s address is outside of the United States, for any judicial district in which SeedLegals may be found, and that the Notification Recipient will accept service of process from the person who provided notification or an agent of such person
Upon receipt of a Counter Notification containing the information as outlined in 1 through 4 above:
- SeedLegals shall promptly provide the complaining party, with a copy of the Counter Notification;
- SeedLegals shall inform the complaining party that it will replace the removed material or cease disabling access to it within ten (10) business days;
- SeedLegals shall replace the removed material or cease disabling access to the material within ten (10) to fourteen (14) business days following receipt of the Counter Notification, provided SeedLegals’ Designated Agent has not received notice from you that an action has been filed seeking a court order to restrain the Infringement Notification Recipient from engaging in infringing activity relating to the material on SeedLegals’ network or system.
SeedLegals reserves the right to terminate the account of, or block access to SeedLegals for, any Infringement Notification Recipient who has been alleged to infringe copyrights.
WE WILL DO OUR BEST TO ENSURE SEEDLEGALS RUNS SMOOTHLY, BUT WE CANNOT GIVE ANY GUARANTEES THAT IT ALWAYS WILL (PARTICULARLY GIVEN THAT WE RELY ON THIRD PARTIES IN PROVIDING SEEDLEGALS TO YOU). SEEDLEGALS IS PROVIDED “AS IS” AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE, AND ON BEHALF OF OUR AFFILIATES, LICENSORS AND SUPPLIERS, EXPRESSLY DISCLAIM ALL WARRANTIES (EXPRESS OR IMPLIED), INCLUDING WITHOUT LIMITATION:
- WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTIES IMPLIED BY COURSE OF PERFORMANCE OR USAGE OF TRADE, AND NON-INFRINGEMENT;
- THAT SEEDLEGALS WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, COMPLETE, VIRUS-FREE OR ERROR-FREE;
- THAT CONTENT DISPLAYED OR OBTAINED VIA SEEDLEGALS WILL BE ACCURATE OR RELIABLE OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; AND
- THAT THE RESULTS OF USING SEEDLEGALS WILL MEET YOUR REQUIREMENTS.
IN NO EVENT WILL SEEDLEGALS, OR ITS LICENSORS, SUPPLIERS OR AFFILIATES, BE LIABLE, TO THE EXTENT PERMITTED BY LAW, WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS UNDER ANY CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO SEEDLEGALS FOR:
- ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY, OR CONSEQUENTIAL DAMAGES;
- ANY LOST PROFITS OR THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES;
- FOR INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA;
- FOR BUSINESS LOSSES OR LOSSES TO NON-CONSUMERS;
- PERSONAL INJURY OR PROPERTY DAMAGE RELATED TO USE OF SEEDLEGALS;
- ANY LOSS OR DAMAGE ARISING FROM USER GENERATED CONTENT (AS SET OUT ABOVE) OR ANY ACTIONS OR OMISSIONS THAT YOU TAKE IN RELIANCE UPON IT;
- ANY FAILURE OR DELAY DUE TO MATTERS BEYOND OUR REASONABLE CONTROL; OR
- ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION).
YOU AGREE THAT YOUR ONLY RIGHT WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH SEEDLEGALS IS TO DISCONTINUE ANY USE OF OUR SITE AND/OR OUR APP.
IF FOR ANY REASON, YOU DO BRING A CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO YOUR USE OF SEEDLEGALS, YOU AGREE THAT OUR LIABILITY TO YOU SHALL NOT EXCEED $5.
YOU AGREE TO INDEMNIFY AND HOLD HARMLESS SEEDLEGALS, OUR CONTRACTORS, AND OUR LICENSORS, SUPPLIERS, AND AFFILIATES, AND ALL RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS AND EXPENSES, INCLUDING ATTORNEYS’ FEES, ARISING OUT OF YOUR USE OF, MISUSE OF, OR ACCESS TO SEEDLEGALS, OR ANY CONTENT THEREIN, INCLUDING BUT NOT LIMITED TO OUT OF YOUR (OR ANY THIRD PARTY USING YOUR ACCOUNT OR IDENTITY ON SEEDLEGALS) BREACH OF THESE TERMS OR THE TERMS OF ANY THIRD PARTY LOGIN SERVICE. WE RESERVE 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 US IN ASSERTING ANY AVAILABLE DEFENSES.
CHANGES AND TERMINATION
We may change, suspend, restrict or terminate any or all features of, or your access to, SeedLegals at any time for whatever reason, or for no reason. We will use our best efforts to give you reasonable notice of any such changes/termination wherever possible but we will not be liable to you or to any third party for any changes, suspension, or restriction to, or termination of, SeedLegals.
If we have to terminate your access to SeedLegals as a result of you having breached these Terms or because you have brought a claim against us, you will not establish another account with us for a period of not less than 6 years from the date of termination.
You can terminate your access to SeedLegals at any time by logging out and navigating to another site.
The laws of the United Kingdom apply to these Terms, without regard to conflict of law rules. You agree that the courts located in London, England shall have exclusive jurisdiction to settle any dispute which may arise out of these Terms.
We reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of us, our users and the public.