SeedLegals Web Site & Service
SeedLegals.com is a site, service and platform that provides document automation, 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 (“SeedLegals”, “us”, “our” and “we” below), a limited company registered in England and Wales, and our main trading address is 1-2 Hatfields, SE1 9PG, London.
To use the Services 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 to our Site so please revisit every so often because we will assume that you agree with them if you continue to use the Services. If you do not agree to these Terms, you must not use our Site.
IT’S YOUR DATA
Your confidential company data is extremely sensitive. So we want to let you know that all data you upload into the SeedLegals platform is 100% yours. We’ll never share or make your data or information available to anyone without your explicit permission (other than a legal requirement such as 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 is stored securely, and only people you’ve assigned as members of your team can access your data, per the access permissions you assigned to your team members. We expect you to ensure that your team, particularly those you give Admin access to, have strong passwords, ideally different to their social network site logins.
We plan to provide you with aggregated deal data to help you to make data-driven funding decisions. For example, we could indicate that e.g. “Participating Preferences are chosen 23% of the time”. To provide such a service, our platform will need to be able to access anonymized and aggregated deal data across thousands of companies. You agree for specific data points from your company profile and settings to be included in such aggregated data services in non-identifiable and anonymised form, for the mutual benefit of all SeedLegals customers.
NO LEGAL, TAX OR FINANCIAL ADVICE
The Site is an online portal that provides information and access to a mix of industry standard, open-source, third party and proprietary documents and tutorials, 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 and general company and team administration.
You agree that you are solely responsible for the appropriate use of any documents, instructions, tutorials or data downloaded, obtained from or otherwise sourced in whole or in part from us or our website. In particular you agree that:
- We are not providing legal, financial, tax, investment brokerage or any other advice. The Site should not be used as a substitute for advice from qualified legal, tax or accounting professionals.
- The documents available via the Site may not fit your specific circumstances. You should make your own judgement on the suitability of any such materials to your circumstances, or obtain your own legal advice to review such materials before using them.
- We are not providing any assurance or guarantee that any documents obtained from the Site or provided by the Service are suitable, sufficient or appropriate for the use to which you put them.
- We exclude all legal responsibility and costs for reliance placed by anyone on any documents obtained from us, our Site and our Service.
GRANTING ACCESS FOR CUSTOMER SUPPORT PURPOSES
Occasionally you may contact us for online help or customer support. If our team request access to your company dashboard or documents, for example you may have a question about a particular agreement that you’ve created, we may ask you for temporary access to such data. To grant us such access, you may optionally make our customer support person or online advisor a temporary member or your team with access to the relevant documents, allowing them to log into your team and inspect such documents. When they’re done you can remove them from your team or from specific documents as needed to remove their access.
RESTRICTIONS AND RESPONSIBILITIES
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 authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; 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 license to use such Materials only in connection with the Services.
You represent, covenant, and warrant that you will use the Services only in compliance with our published policies then in effect (the “Policy”) and all applicable laws and regulations.
You hereby agree to indemnify and hold us harmless against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from your use of the Materials or Services.
CONFIDENTIALITY & PROPRIETARY RIGHTS
Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Our proprietary Information includes non-public information regarding features, functionality and performance of the Service. Your proprietary Information includes non-public data provided by you to us to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
You will own all right, title and interest in and to your data.
We will own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Services or support, and (c) all intellectual property rights related to any of the foregoing.
Notwithstanding anything to the contrary, we will have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services including, 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 Services and for other development, diagnostic and corrective purposes in connection with the Services and other product offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with our business.
No rights or licenses are granted except as expressly set forth herein.
PAYMENT OF FEES (IF YOU’RE ON A PAID PLAN)
You will pay us the Fees described for the Services in accordance with the Terms therein. If your use of the Services requires the payment of additional fees (per the terms of the plan you signed up for), you will be billed for such usage, and you agree to pay the additional fees in the manner provided herein. We reserve the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Service Term or then‑current renewal term upon prior notice to you, which may be sent by email. If you believe that we have billed you incorrectly you must contact us no later than 7 days after the invoice in which the error or problem appeared. Inquiries should be directed to our customer support department.
For subscriptions or purchases made on the Site, payment is due on the terms applicable to that subscription or purchase as displayed at the point of purchase. For purchases that are invoiced by SeedLegals, payment is due on invoice date. Unpaid amounts may result in termination of Service. You will be responsible for all taxes associated with your use of Services that are attributable or due by you.
TERM AND TERMINATION
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, the plan may auto-renew (if applicable) or you may sign up for additional Services as made available on the Site at that time.
In addition to any other remedies it may have, either party may also terminate our agreement under these Terms upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of these Terms. You will pay in full for the Services that you contracted for. Upon any termination, we will continue to make your data available to you for a period of thirty (30) days, but thereafter we may, but are not obligated to, delete any data of yours stored on our systems. You should make sure you always have your own backup off Site.
All sections of these Terms which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
WARRANTY AND DISCLAIMER
We will use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and will perform the Implementation Services in a professional and workmanlike manner. Services 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.
However, we do not warrant that the Services will be uninterrupted or error free; nor do we make any warranty as to the results that may be obtained from use of the Services.
EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
We will hold you harmless from liability to third parties resulting from infringement by the Service of any UK patent or any copyright 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 defense and settlement; We will not be responsible for any settlement it does 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 after delivery by us, (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.
LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, 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 ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (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.
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 a 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.