Seedling

Last updated: December 1, 2024

Terms of Service

Note: This is a prototype/demo application. These Terms of Service are structurally realistic but are placeholder text for demonstration purposes only and do not constitute real legal terms.

1. Acceptance of Terms

By accessing or using the Seedling platform ("Platform"), you agree to be bound by these Terms of Service ("Terms"), our Privacy Policy, and all applicable laws and regulations. If you do not agree with any of these terms, you are prohibited from using or accessing this Platform. Seedling, Inc. ("Seedling," "we," "us," or "our") reserves the right to modify these Terms at any time, and any changes will be effective immediately upon posting. Your continued use of the Platform constitutes your acceptance of the modified Terms.

2. Platform Services

Seedling operates as a funding portal registered with the U.S. Securities and Exchange Commission (SEC) under Section 4A(a)(1) of the Securities Act of 1933, as amended, and is a member of the Financial Industry Regulatory Authority (FINRA). We facilitate the offering and sale of securities by issuers to investors pursuant to Regulation Crowdfunding (17 CFR Parts 200, 227, 232, 239, 240, 249, 269 and 274). Seedling is not a registered broker-dealer and does not provide investment advice, investment recommendations, or legal or tax advice.

3. Eligibility

To use the Platform, you must be at least 18 years of age, be a legal resident or citizen of the United States, and have the legal capacity to enter into a binding agreement. By creating an account, you represent and warrant that you meet all eligibility requirements. Seedling reserves the right to deny or terminate access to the Platform at its sole discretion.

4. Investment Risks

INVESTING IN STARTUPS AND EARLY-STAGE COMPANIES INVOLVES A HIGH DEGREE OF RISK. YOU MAY LOSE YOUR ENTIRE INVESTMENT. The following risks, among others, may apply: (a) Early-stage companies have high failure rates; (b) Investments may be illiquid for an extended period or indefinitely; (c) There is no guarantee of dividends or returns; (d) Future dilution of equity is possible; (e) These investments are not FDIC insured; (f) Prior performance of any issuer is not indicative of future results. You should carefully review each offering's Risk Factors section before investing.

5. Investment Limits

Pursuant to Regulation Crowdfunding, non-accredited investors are subject to annual investment limits across all Reg CF offerings. These limits are calculated based on your annual income and net worth as self-certified during onboarding. It is your sole responsibility to track and comply with your applicable investment limits. Seedling is not responsible for investments you make that exceed your legal limits, and making false representations regarding your income or net worth may constitute securities fraud.

6. Escrow and Fund Handling

All investor funds are held in escrow by an SEC-registered escrow agent until the applicable offering closes. If an offering does not reach its minimum funding goal by the stated deadline, all investor funds will be returned within 5 business days. You understand that escrowed funds may not earn interest. Seedling does not comingle escrow funds with its own operating funds.

7. Cancellation Rights

You may cancel or revoke your investment commitment at any time until 48 hours before the campaign closes. After that point, investment commitments are irrevocable. If a material change is made to the offering after your investment, you will be notified and given the opportunity to reconfirm or cancel your investment within 5 business days.

8. Prohibited Activities

You agree not to: (a) Use the Platform for any unlawful purpose; (b) Provide false or misleading information during the registration or investment process; (c) Attempt to manipulate or interfere with the operation of the Platform; (d) Engage in any form of market manipulation or securities fraud; (e) Use the Platform to solicit investments outside the bounds of applicable securities laws; (f) Reverse engineer, decompile, or otherwise attempt to extract source code from the Platform.

9. Intellectual Property

The Platform and its original content, features, and functionality are owned by Seedling, Inc. and are protected by United States and international intellectual property laws. Company campaign materials are the property of the respective companies and are used with permission under the terms of their listing agreements with Seedling.

10. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CROWDFUND, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, DATA, OR GOODWILL, ARISING FROM OR IN CONNECTION WITH YOUR USE OF THE PLATFORM OR ANY INVESTMENTS MADE THROUGH THE PLATFORM. IN NO EVENT SHALL CROWDFUND'S TOTAL LIABILITY EXCEED THE LESSER OF $1,000 OR THE AMOUNT OF FEES PAID BY YOU TO CROWDFUND IN THE 12 MONTHS PRECEDING THE CLAIM.

11. Governing Law and Dispute Resolution

These Terms shall be governed by the laws of the State of Delaware, without regard to its conflict of law provisions. Any dispute arising under these Terms shall be subject to binding arbitration conducted by JAMS under its Streamlined Arbitration Rules, with proceedings conducted in San Francisco, California. You waive your right to a jury trial and to participate in any class action lawsuit or arbitration.

12. Contact

If you have questions about these Terms, please contact us at: legal@seedling.fun or Seedling, Inc., 340 Pine Street, Suite 800, San Francisco, CA 94104.