Terms and Conditions

 1. Agreement to Terms

By accessing, browsing, or using the Seed Club platform, whether through our website, mobile application, or any other service or embedded content owned or operated by The Seed Club Ltd (the “Service”), you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions of Use (the “Terms”), as well as our Privacy Policy, Cookie Policy, and any additional policies or terms referenced herein or disclosed to you when you use our Service.

These Terms constitute a legally binding agreement between you (the "User") and The Seed Club Ltd (“we,” “us,” or “our”), governing your use of the Service.

You further agree that:

1. Acceptance: By using the Service, you agree to comply with and be bound by these Terms. If you do not agree to these Terms, you must cease all use of the Service immediately.      Continuing to use the Service after any modifications or updates to these Terms constitutes your acceptance of those changes.
2. Scope: These Terms apply to all users of the Service, including, but not limited to, individuals, investors, entities, startups, and founders, regardless of registration or subscription status.
3. Modifications: The Seed Club reserves the right to modify, amend, or revise these Terms at any time, and such changes will be posted on this page with an updated effective date. It is your responsibility to review these Terms regularly. By continuing to use the Service following the posting of any changes, you accept and agree to the modified Terms. If you do not agree with the changes, you must discontinue use of the Service immediately.
4. Additional Terms: Your use of certain features of the Service may be subject to additional terms, rules, or guidelines applicable to specific services, which may be posted on the Service from time to time. All such terms are incorporated by reference into these Terms. In the event of a conflict between these Terms and the additional terms applicable to a specific feature, the additional terms shall govern.
5. Legal Capacity: By using the Service, you represent and warrant that you are at least 18      years of age, legally capable of entering into binding contracts, and otherwise have the legal authority to accept these Terms on behalf of yourself or the entity you represent.

If you do not meet these eligibility requirements, you must immediately stop using the Service and close your account if applicable.

2. Eligibility; Your Responsibilities

2.1 Eligibility Criteria

By accessing or using The Seed Club platform, you represent and warrant that you meet the following eligibility criteria:

• Legal Age: You are at least 18 years of age or older.
• Legal Authority: You have the legal capacity to enter into a binding agreement with The Seed Club Ltd.
• Accredited Investor Status: As an investor, you confirm that you meet the criteria of a family office or venture capital fund, as defined by applicable laws and regulations.      Private individuals are not permitted to register.
• Compliance with Laws: You are not located in a country or region subject to government sanctions, nor are you listed on any government-prohibited lists, including those related to terrorism, money laundering, or other illicit activities.
• No Representation of Sanctioned Entities: You further represent that you are not acting on behalf of, or representing, any person, entity, or organization that is on government sanctions lists or prohibited from engaging in transactions under applicable law.
• Previous Terminations: You have not: You further represent that you are not acting on behalf of, or representing, any person, entity, or organization that is on government sanctions lists or prohibited from engaging in transactions under applicable law.

If at any time you no longer meet these requirements, you agree to cease using the Service and close your account immediately.

2.2 User Responsibilities

As a user of The Seed Club, you agree to the following responsibilities:

• Compliance: You will comply with these Terms, all applicable laws, regulations, and community standards when using the Service.
• Accurate Information: You will provide true, accurate, current, and complete information when registering and maintain and promptly update your information as necessary to ensure its accuracy.
• No Misrepresentation: You will not impersonate any other person or entity, misrepresent your identity, or falsify your relationship with any entity or individual.
• Account Security: You are responsible for maintaining the confidentiality of your account credentials and for all activity conducted through your account. If you become aware of any unauthorized use of your account, you must notify The      Seed Club immediately.
• Respectful Use: You will not use the Service to harm, harass, intimidate, or threaten others.      Discriminatory, hateful, or otherwise inappropriate behaviour, as determined by The Seed Club in its sole discretion, is strictly prohibited.
• Prohibited Conduct: You agree not to engage in any conduct that:
  • Infringes upon the intellectual property or proprietary rights of others.
  • Involves the transmission of harmful or malicious content, such as viruses,       malware, or spam.
  • Attempts to manipulate or disrupt the Service, including attempts to circumvent security measures or compromise the platform's integrity.
  • Constitutes fraud, illegal activity, or violates any applicable laws or regulations.

2.3 Consequences of Breach

The Seed Club reserves the right to suspend or terminate your account at any time if it is determined that you have violated these Terms, misused the Service, or engaged in behaviour deemed inappropriate by The Seed Club.

3. Account Termination and Suspension

3.1 Termination by The Seed Club

The Seed Club reserves the right, at its sole discretion, to suspend or terminate your account at any time, with or without prior notice, if:

• You violate these Terms, including the responsibilities and prohibited conduct outlined in Section 2.
• You misuse the Service or engage in any conduct deemed inappropriate, unlawful, or harmful to other users or The Seed Club.
• Your account is found to be inactive for an extended period, or your account information is found to be outdated, incomplete, or inaccurate.

In the event of account suspension or termination, you will no longer have access to your account or any data associated with it. The Seed Club is not liable for any loss of information resulting from account termination or suspension.

3.2 Termination by You

You may terminate your account at any time by following the instructions provided in the account settings section of the platform. Upon termination, you will lose access to the Service and any data associated with your account.

If you wish to reactivate your account after termination, you must contact The Seed Club and may be required to provide additional information or updates to your account. Re-registration is not guaranteed and will be subject to the discretion of The Seed Club.

3.3 Effect of Termination

Upon termination of your account by either party:

• Any licenses or rights granted to you under these Terms will immediately cease.
• You will no longer be able to access the Service, including any content or information associated with your account.
• The Seed Club reserves the right to retain certain data in accordance with its privacy policy and any applicable laws or regulations.

3.4 No Refunds

Termination of your account, whether initiated by you or The Seed Club, will not entitle you to any refund of fees or payments previously made, unless otherwise specified in a separate agreement or required by law.

3.5 Legal Consequences

The termination of your account does not relieve you of your responsibility for any violations of these Terms or any legal consequences that may result from your use of the Service. The Seed Club reserves the right to pursue legal action for any breaches of these Terms that occurred during the time your account was active.

4. Privacy and Business Data Use

4.1 Privacy Policy and Business Data Protection

Your privacy, as well as the protection of your business data, is important to The Seed Club. By using the Service, you agree to the collection, use, and disclosure of your personal and business data in accordance with our Privacy Policy, which is incorporated into these Terms by reference. Please review the Privacy Policy carefully to understand how we handle your data and your rights regarding your information.

4.2 Data Collection and Business Information

When you use The Seed Club platform, we collect certain personal and business-related data about you, including but not limited to:

• Personal information provided during registration (e.g., name, email, and contact details).
• Professional and business information relevant to your role as an investor or founder      (e.g., investment preferences, company details, financial metrics).
• Activity data related to your use of the platform (e.g., interactions with other users, messaging history, browsing activity, and preferences).
• Technical information, such as your device’s IP address, browser type, and usage patterns.

This information is collected to enable the matching process between founders and investors, improve the Service, and ensure the security of the platform.

4.3 Investor Control Over Contact Information

The Seed Club provides investors with full control over when and how their contact information is shared. Investors can maintain anonymity and choose when to disclose personal or contact details to founders or other users. The platform functions as a "one-way mirror," allowing investors to scout opportunities without revealing their identity until they decide to engage directly.

Investors will have the ability to:

• Control who can view their contact information.
• Remain anonymous until they choose to disclose their identity.
• Limit visibility of their profile and interactions on the platform, providing discretion over their investment activities.

4.4 Data Sharing and Disclosure

The Seed Club may share your information with third parties only in the following circumstances:

• With your consent: We may share your personal or business data with third parties when you explicitly grant permission.
• With service providers: We may share your data with trusted service providers who assist in operating and maintaining the platform, under confidentiality agreements.
• To comply with legal obligations: We may disclose your data if required by law, such as in response to a valid legal request, subpoena, or court order.
• To protect rights and safety: We may disclose your data when necessary to enforce our Terms and protect the rights, property, or safety of The Seed Club, its users, or others.

4.5 Data Security

We take reasonable precautions to protect your personal and business data from unauthorized access, misuse, or disclosure. However, no method of data transmission or storage is fully secure, and The Seed Club cannot guarantee the absolute security of your information.

4.6 User Responsibilities Regarding Data

As a user of The Seed Club, you are responsible for maintaining the confidentiality of your account credentials and for any activities that occur through your account. You agree to notify The Seed Club immediately if you become aware of any unauthorized use of your account or any breach of security.

4.7 Data Retention and Deletion

The Seed Club will retain your personal and business data as long as your account remains active or as necessary to provide the Service, comply with legal obligations, resolve disputes, or enforce agreements. Upon account termination, some data may be retained in anonymized or aggregated form for platform improvement or legal compliance.

4.8 Third-Party Services and External Links

The platform may include links to third-party websites or services. The Seed Club is not responsible for the privacy practices or content of these third-party sites. You are encouraged to review the privacy policies of any external services you use through the platform.

4.9 Data Subject Rights and GDPR Compliance

Depending on your jurisdiction, you may have certain rights regarding your personal and business data, including the right to access, correct, delete, or restrict the processing of your data. You may also object to data processing or request data portability.

For users in the European Economic Area (EEA), United Kingdom, and Switzerland, The Seed Club complies with the General Data Protection Regulation (GDPR) and other applicable data protection laws. Please refer to our Privacy Policy for more information on how The Seed Club complies with GDPR.

5. License to Use the Service

5.1 Grant of Limited License

Subject to your compliance with these Terms, The Seed Club grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the platform solely for its intended purpose, which is to facilitate connections between investors and founders.

You may use the platform to:

• Explore, assess, and engage with investment opportunities as an investor.
• Showcase your business, seek investment, and communicate with investors as a founder.
• Use any features of the platform made available to you based on your role      (either as an investor or founder) and account type.

This license does not include any right to:

• Resell the Service or any part of its content.
• Copy, reproduce, distribute, publicly display, or create derivative works based on the content available through the Service.
• Use any data mining, robots, or similar data gathering or extraction methods.
• Decompile, reverse engineer, or disassemble the software, applications, or code underlying the Service.
• Use the Service for any purpose other than its intended function, including but not limited to commercial use beyond the scope of your direct involvement in the investment or fundraising process.

5.2 Restrictions on Use

You agree not to engage in any of the following prohibited activities:

• Unauthorized Use: You will not attempt to gain unauthorized access to the platform, other user accounts, or the platform’s underlying systems or networks.
• Commercial Exploitation: You will not use the Service to advertise or promote any other products, services, or commercial entities outside of the scope of your legitimate use as an investor or founder.
• Automated Systems: You will not use automated scripts, software, or other means to collect data from the platform or interact with its users in an unauthorized manner.
• Inappropriate Content: You will not post or upload any content that is defamatory, libellous, offensive, or otherwise violates the rights of third parties, or content that is harmful, explicit, or in violation of any laws.
• Misuse of the Service: You will not attempt to exploit the Service by creating fake profiles,      misrepresenting your identity, or attempting to manipulate the platform’s matching or communication processes.

5.3 Intellectual Property

All content, trademarks, service marks, logos, designs, text, graphics, images, videos, software, and other materials used or provided on the platform (collectively, the "Content") are owned or licensed by The Seed Club and are protected by intellectual property laws. The Content may not be used in any way that is not expressly authorized by these Terms or by prior written consent from The Seed Club.

• Ownership: The Seed Club retains all ownership and intellectual property rights over the platform, its technology, and its Content.
• License to Use Your Content: By posting, uploading, or submitting content on the platform      (e.g., business data, investment preferences, company profiles), you grant The Seed Club a non-exclusive, royalty-free, perpetual, irrevocable, and worldwide license to use, reproduce, distribute, modify, and display that content for purposes related to operating the Service.

5.4 Termination of License

The Seed Club reserves the right to suspend or terminate your license to use the platform at any time if you violate these Terms or engage in any unauthorized or inappropriate activities. Upon termination, you must cease all use of the Service and may no longer access your account or the platform.

5.5 Feedback

Any suggestions, ideas, or feedback that you submit to The Seed Club regarding the platform or its services may be used by The Seed Club without any compensation or obligation to you. By submitting feedback, you grant The Seed Club an irrevocable, royalty-free, perpetual, and worldwide license to use, modify, and incorporate the feedback into the Service.

6. Confidentiality and Non-Circumvention

6.1 Confidentiality

For Founders - Investors maintain control over their personal and business information, including contact details. Founders agree to treat all information related to investors' identities, contact details, and investment interests as confidential. Founders shall not disclose this information to third parties without prior consent from the investor unless required by law.

For Investors - The Seed Club enables founders to present proprietary information about their ventures through the platform. Investors agree to treat all information provided by founders as confidential and proprietary. Investors shall not disclose this information to third parties without prior consent from the founder unless required by law.

6.2 Non-Circumvention

Both investors and founders agree that any opportunity scouted or presented through The Seed Club is subject to notification upon deal closure:

• For Founders: Founders agree to notify The Seed Club of any investment or deal closure resulting from connections made via the platform.
• For Investors: Investors agree to notify The Seed Club of any deal closures or investments made with founders discovered through the platform.

6.3 Enforcement and Remedies

Should The Seed Club determine that an investor or founder has breached this confidentiality or non-circumvention clause:

• The Seed Club reserves the right to take appropriate action, including but not limited to seeking any fees or commissions due based on the platform’s terms.
• The Seed Club may suspend or terminate the account of the violating party and restrict future access to the platform.

7. User Content and Intellectual Property

7.1 User Content

By submitting content to The Seed Club, whether as an investor or a founder, you represent and warrant that:

• The content is accurate, and up-to-date, and does not infringe upon any intellectual property rights, privacy rights, or any other legal rights of third parties.
• You own or have the necessary rights, licenses, consents, and permissions to submit the content to the platform and to grant the licenses described in these Terms.

7.2 Intellectual Property Rights

You may not use, reproduce, distribute, or create derivative works of any content owned by other users,  worldwide, non-exclusive, royalty-free, transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the content in connection with the operation and promotion of the platform. This license ends when you delete your content from the platform, except where such content has been shared with other users and they have not deleted it.

You may not use, reproduce, distribute, or create derivative works of any content owned by other users, The Seed Club, or third-party licensors without obtaining their prior written consent.

7.3 Intellectual Property of The Seed Club

The Seed Club retains all rights, titles, and interests in and to the platform, including but not limited to all software, databases, text, images, trademarks, logos, and proprietary information, except where otherwise stated.

You agree not to reverse engineer, disassemble, or otherwise attempt to derive source code or other proprietary information from any portion of The Seed Club.

7.4 Third-Party Content

The Seed Club may contain links to third-party websites or resources. You acknowledge and agree that we are not responsible or liable for the content, products, or services available from such websites or resources. Any dealings you have with third parties found while using the platform are between you and the third party.

8. Limitation of Liability

8.1 General Limitation

The Seed Club provides a platform to facilitate introductions between investors and founders, but we make no representations or warranties regarding the success of investment deals, the accuracy of content shared on the platform, or the outcome of any business negotiations.

To the fullest extent permitted by law, The Seed Club, its directors, officers, employees, and agents are not liable for any indirect, consequential, incidental, special, or punitive damages, including loss of profits, loss of business, loss of data, or other damages arising from:

• The use or inability to use the platform.
• Any content posted by users.
• Any investment decisions made by investors based on information on the platform.
• Any dealings or interactions between users, whether investors or founders.

8.2 Platform Availability

The Seed Club does not guarantee that the platform will be available at all times, nor do we warrant that the platform will be error-free or free from interruptions, delays, or downtime. We are not responsible for any loss or damage resulting from the platform being temporarily unavailable.

8.3 User Conduct

The Seed Club is not responsible for the conduct of any users of the platform. You assume all risks associated with your use of the platform and any interactions with other users.

8.4 External Links

The platform may contain links to external websites or resources. These links are provided for your convenience and do not imply endorsement by The Seed Club. We are not responsible for the content, products, or services available from third-party sites.

8.5 Jurisdictional Limits

In jurisdictions where the exclusion or limitation of certain types of liability is not permitted, our liability will be limited to the maximum extent allowed by law. Where we cannot limit our liability, we will accept responsibility only for direct damages that are reasonably foreseeable as a result of our breach of these Terms.

9. Termination and Suspension of Accounts

9.1 Termination by The Seed Club

The Seed Club reserves the right to suspend or terminate your account, access to the      platform, or any part thereof, at any time and for any reason, including but not limited to:

• Breach of these Terms and Conditions.
• Failure to comply with any applicable laws or regulations.
• Misuse of the platform or any inappropriate conduct.
• Non-compliance with confidentiality or non-circumvention clauses.

In cases where an account is terminated due to violation of these Terms, The Seed Club may take legal action or seek compensation for any damages caused by the violation.

9.2 Termination by User

You may terminate your account at any time by contacting The Seed Club or through the settings page of your account. Upon termination, you will no longer have access to the platform, and all account data may be permanently deleted, subject to our data retention policies and applicable law.

9.3 Consequences of Termination

Upon termination of your account, whether initiated by you or by The Seed Club:

• All rights granted to you under these Terms will immediately cease.
• You must immediately cease all use of the platform. 
• You will not be entitled to any refund for fees or commissions paid, unless agreed otherwise in writing.

The Seed Club reserves the right to retain information as necessary to comply with legal requirements, resolve disputes, or enforce these Terms, in accordance with our Privacy Policy.

9.4 Reinstatement of Accounts

In certain circumstances, The Seed Club may offer the opportunity for users to appeal a termination or suspension decision. Any such appeal must be made in writing, and the decision to reinstate an account will be at the sole discretion of The Seed Club.

9.5 Effect of Termination on Confidentiality and Non-Circumvention

The confidentiality and non-circumvention obligations outlined in Clause 6 will continue to apply after the termination of your account, and you will be responsible for ensuring compliance with these obligations even after your account is closed.

10. Dispute Resolution and Governing Law

10.1 Governing Law

These Terms and any disputes arising from your use of The Seed Club platform, including any claims or causes of action, will be governed by and construed in accordance with the laws of the United Kingdom, without regard to its conflict of law principles.

10.2 Informal Dispute Resolution

Before initiating any legal action, both parties agree to first attempt to resolve any dispute informally by contacting The Seed Club’s support team. We will make reasonable efforts to address and resolve any concerns through good faith negotiations within 30 days of your notice.

10.3 Arbitration

If a dispute cannot be resolved informally, you agree to submit any claim, dispute, or controversy (excluding claims for injunctive or equitable relief) to binding arbitration. The arbitration will be conducted in accordance with the rules of the London Court of International Arbitration (LCIA), in London, UK. The arbitration will be binding upon both parties, and the decision of the arbitrator shall be final and enforceable by any court of competent jurisdiction.

10.4 Class Action Waiver

You agree to resolve disputes with The Seed Club on an individual basis and waive any right to litigate or arbitrate any claims as a class action, consolidated, or representative action.

10.5 Injunctive Relief

Nothing in these Terms shall prevent either party from seeking immediate injunctive relief in a court of competent jurisdiction in the event of irreparable harm.

11. Venue/Forum Selection

To the fullest extent permissible by law, any claims arising from or relating to these Terms or The Seed Club’s services that are not subject to arbitration must be litigated in the courts located in London, United Kingdom, except for claims that may be filed in small claims court or for users residing in jurisdictions where this is prohibited by law (such as the EU, EEA, UK, or Switzerland).

Except where prohibited by law, including users residing in the EU, EEA, UK, Switzerland, or other jurisdictions where local laws may apply, any claims that are not resolved via arbitration must be brought before the courts of London. You and The Seed Club consent to the jurisdiction of these courts and waive any claims that these courts constitute an inconvenient forum.

12. Indemnity by You

To the extent allowed by law, you agree to indemnify, defend, and hold harmless The Seed Club, our affiliates, officers, directors, agents, and employees from any and all complaints, demands, claims, damages, losses, costs, liabilities, and expenses, including attorney's fees, arising out of or related to:

1. Your access to or use of our platform.
2. Your conduct or interactions with other users, founders, or investors.
3. Your breach of these Terms or any applicable laws.

In jurisdictions where indemnification is not permitted by law, this clause may not apply.

13. Acceptance of Terms

By using The Seed Club platform, whether through our website, mobile application, or any other service, you agree to be bound by:

1. These Terms, which may be amended from time to time.
2. Our Privacy Policy, Cookie Policy, and any additional policies applicable to      your use of the platform.

If you do not agree with these Terms or any part thereof, you must stop using the platform immediately.

Pronouns used in these Terms apply to all genders, and references to singular include the plural, and vice versa, as required by the context.

14. Entire Agreement

These Terms, together with The Seed Club’s Privacy Policy, Cookie Policy, and any other policies referenced within, form the entire agreement between you and The Seed Club regarding the use of our platform and services.

This agreement supersedes all previous understandings, agreements, and representations, whether written or oral. If any provision of these Terms is found to be invalid, unlawful, or unenforceable, the remaining provisions shall remain in full force and effect.

The failure of The Seed Club to enforce any part of these Terms does not constitute a waiver of our rights to enforce those provisions in the future. Your account with The Seed Club is non-transferable, and all rights to your account terminate upon your death, unless otherwise provided by law.

Any rights granted under these Terms may not be transferred by you, but may be assigned by The Seed Club without restriction. The relationship created under these Terms does not constitute an agency, partnership, joint venture, or employment relationship.