TERMS OF USE

Revision Date: 5/16/2016
Questions or Comments: info@nextseed.co

INTRODUCTION

NextSeed US LLC (together with its affiliates, “NextSeed”) offers its website and services on the terms stated in these Terms of Use (the “Terms”). The NextSeed Privacy Policy includes additional information about NextSeed’s use of information you submit using the website and services. Please read the Terms and the Privacy Policy carefully and let us know if you have any questions at all. You may reach NextSeed at info@nextseed.co. If you do not agree to the Terms or Privacy Policy you may not use the website or service. By using the website or services, you accept these Terms and the Privacy Policy. If you are using the website or services on behalf of any entity, you represent and warrant that you are authorized to accept these Terms and the Privacy Policy on that entity’s behalf.

Certain words used in these Terms have specific meanings as stated in the section where they are first used or in the section below captioned Definitions. For example, the words “NextSeed Content” and “User Content” have specific definitions that you must read and understand to have a full understanding these Terms.

NEXTSEED PLATFORM

The NextSeed website and services are an online intermediary platform (the “Platform”) where crowdfunded securities are offered for sale by Issuers in accordance with the rules governing the offer and sale of securities under new Section 4(a)(6) of the Securities Act of 1933 (the “Regulation Crowdfunding”) promulgated by the United States Securities and Exchange Commission. NextSeed is not a broker-dealer or investment advisor, and is not responsible for the activities of Platform Users.

NextSeed Platform is strictly limited to U.S.-based Issuers, defined under Regulation Crowdfunding, and is not available to any issuers from any other nations.

NextSeed may, in its sole discretion, refuse to offer the Platform to any person or entity and change its eligibility criteria at any time, so long as the refusal or change does not violate applicable law.

SITE VISITORS

You may browse the Site as a Visitor without setting up an Account, subject to the terms, conditions, and restrictions stated in the Section captioned “Acceptable Use Policy” and other Sections of the Terms.

ACCOUNT AND LOGIN CREDENTIALS

To use the NextSeed Platform as an Issuer or Investor, you must set up an account (an “Account”) by providing the information required by the Platform (“Account Information”) and creating a user name and password (your “Credentials”). Each User may establish only one Account. If there is more than one individual associated with a User, such as a joint owners or employees, then each such individual must establish separate Credentials if directed by NextSeed. You represent and warrant to NextSeed and to each other User that your Account Information is accurate and complete. You agree to keep your Account Information up to date at all times. You agree that NextSeed may use your Account Information as described in the Privacy Policy. You are responsible for maintaining the confidentially of your Credentials and are responsible for all activities that occur through the use of your Credentials. You agree to notify NextSeed immediately if you believe the confidentiality of your Credentials has been compromised or if you suspect unauthorized use of your account. You agree that NextSeed will not be liable for any loss or damage arising from unauthorized use of your Credentials.

You agree that NextSeed may disclose your Account Information and other information it may have about you and your User Content to fully cooperate with any law enforcement authorities or legal process, such as a subpoena or hold request.

LICENSE TO USE PLATFORM AND CONTENT

NextSeed grants you a limited, revocable, non-exclusive, non-transferrable license to use the Platform and NextSeed Content solely for legally permitted activities related to the NextSeed Platform, (the “Purpose”), and subject to the terms, conditions and restrictions stated in these Terms.

Users who post User Content grant each other User a non-exclusive, non-transferable, royalty-free license to use the User Content solely for the Purpose on the terms and conditions stated below, and subject to the restrictions stated below and the User’s continued compliance with these Terms.

You grant NextSeed a license to your User Content and Account Information for the purposes of (i) providing the Site to Visitors and providing the Platform to other Users, and (ii) for NextSeed’s use in improving the Site and the Platform generally. For example, NextSeed may use your Account Information and your User Content to improve its underwriting and other operational processes, to plan and improve its marketing activities, and to provide you with information that may be of interest to you or our Users generally, such as recommendations regarding your use of the Platform, or third party advertising on the Site or Platform. We may also use your User Content and as necessary to comply with applicable law and reasonable record keeping practices. You agree that NextSeed may use your User Content for publicity purposes, and may provide attribution to your User Content as part of the publicity at its discretion.

You must preserve all copyright, trademarks, service marks, and other proprietary notices contained on any NextSeed Content or User Content.

Users acknowledge that they may not remove their User Content from the Platform after it has been published without NextSeed’s consent.

FEEDBACK

If you provide any feedback, comments, or suggestions for the improvement of the Platform (“Suggestions”), you hereby license the Suggestions and all related intellectual property to NextSeed on a non-exclusive, worldwide, fully paid, perpetual, irrevocable basis for NextSeed to use, disclose, modify, reproduce, license, distribute, commercialize and otherwise freely exploit without restriction of any kind.

USER REPRESENTATIONS, WARRANTIES, COVENANTS

All Users make the following representations, warranties and covenants:

  • You own or have all necessary rights to post your User Content on the Platform, and your posting of your User Content does not infringe or violate the intellectual property rights or privacy rights of any person and does not and will not result in a breach of contract between you and a third party. You agree to pay for all royalties, fees, and any other monies owing any person by reason of your posting your User Content on or through the NextSeed Platform;
  • You will use the Platform, User Content, and NextSeed Content in compliance with applicable law, including State and federal laws governing securities transactions;
  • You will use the Platform in compliance with these Terms;
  • You will update your User Content as necessary to maintain its accuracy and completeness;
  • If you are an Investor User, you also represent and warranty that you at least eighteen years old.

NEXTSEED NOT RESPONSIBLE FOR USER CONTENT

The NextSeed Platform is an intermediary platform and does not include any verification, advice or consulting services as to User Content. NextSeed has no obligation to investigate User Content for accuracy or completeness. Although NextSeed may monitor or mediate User Content from time to time, it does not undertake any obligation or liability to any User regarding the User Content.

You are responsible for investigating the accuracy and completeness of any User Content that you rely on. You agree that, between you and NextSeed, your use of any User Content is at your sole risk.

You are responsible for the accuracy and completeness of your User Content

Specifically, but without limitation, NextSeed is not responsible for investigating any of the following:

  • whether any statement is true or includes all facts necessary to make the statement not misleading
  • whether any User’s reported annual income or net worth is accurate
  • whether any proposed transaction complies with applicable law or regulation
  • whether any links to or content on any third party sites that are referenced in the User Content is secure or complies with law
  • whether any information offered for download from the Platform is free of Malware;

NextSeed does not endorse any User or User Content.

NextSeed does not undertake any obligation to you to monitor or restrict who has access to the Platform.

INVESTMENT RISKS

You acknowledge that there are financial risks involved in making any investment presented via the Platform. As between you and NextSeed, you assume all risks arising from an investment or other transaction you may enter into with an Issuer or other User. Please see your member agreement at https://www.nextseed.co/agreements/nextseed-investor-membership-agreement/ for a more detailed description of investment risks.

NextSeed does not provide financial, legal, or tax advice. NextSeed has no special relationship with or fiduciary duty to you or any Issuer or Investor. NextSeed is not a broker-dealer or investment advisor.

NextSeed has no responsibility for the continued performance of any person under any investment or agreement that is formed as a result of your use of the NextSeed Platform.

WARRANTY AND DISCLAIMERS

NextSeed warrants to Users that it will use commercially reasonable efforts to make the Platform available without interruption during normal business hours in Delaware. NextSeed makes no representation or warranty whatsoever to Site Visitors.

AS BETWEEN YOU AND NEXTSEED, ALL USER CONTENT (INCLUDING THIRD PARTY CONTENT THAT IS REFERENCED IN THE USER CONTENT) IS PROVIDED “AS IS” WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, AND YOUR USE OF THE USER CONTENT IS AT YOUR SOLE RISK.

EXCEPT FOR THE COMMITMENTS EXPRESSLY STATED IN THESE TERMS AND THE PRIVACY POLICY, THE PLATFORM AND NEXTSEED CONTENT ARE PROVIDED “AS IS.”

NEXTSEED DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING ANY WARRRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY COURSE OF PERFORMANCE OR USAGE OF TRADE.

IF APPLICABLE LAW PROHIBITS THE DISCLAIMER OF ANY DISCLAIMED WARRANTY, THE WARRANTY IS MADE FOR A PERIOD OF THIRTY DAYS FROM THE DATE THAT THE INFORMATION OR SERVICE IS FIRST PROVIDED.

INDEMNIFICATION

You agree to indemnify and hold harmless NextSeed, NextSeed’s affiliates and each of their respective employees, contractors, directors, owners, suppliers, licensors, and representatives (the “NextSeed Indemnitees”) from all liabilities, claims, losses, damages, and expenses, including reasonable attorneys’ fees, that arise from or relate to: (i) your use of the NextSeed Platform in violation of these Terms, including the breach of any representation or warranty, (ii) your reliance on any User Content, and (iii) any third party claim arising from your use of the Platform, or any investment or other transaction that results from your use of the Platform. You agree to defend any third party claim covered by your indemnification obligation, provided that NextSeed may assume the exclusive defense and control of any third party claim. If NextSeed assumes control of the defense of a third party claim, then you agree to assist and cooperate in asserting any available defenses and pay expenses and other amounts for which you are responsible under this paragraph, as incurred.

LIMITATION OF LIABILITY

THE FOLLOWING LIMITATIONS OF LIABILITY APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW:

NEITHER NEXTSEED NOR ITS AFFILIATES, NOR ANY USER OR ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE EMPLOYEES, CONTRACTORS, DIRECTORS, SUPPLIERS, OWNERS, LICENSORS OR REPRESENTATIVES IS LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES ARISING OUT OF YOUR ACCESS TO, OR USE OF, THE SITE, THE SERVICES, THE USER CONTENT OR THE NEXTSEED CONTENT.

THE MAXIMUM AGGREGATE LIABILITY OF NEXTSEED AND ITS AFFILIATES AND THEIR RESPECTIVE EMPLOYEES, CONTRACTORS, DIRECTORS, SUPPLIERS, OWNERS, LICENSORS OR REPRESENTATIVES TO A USER SHALL NOT EXCEED THE GREATER OF $100.000 OR THE FEES PAID OR PAYABLE BY THE USER FOR THE USE OF THE PLATFORM.

THE MAXIMUM AGGREGATE LIABILITY OF NEXTSEED AND ITS AFFILIATES AND THEIR RESPECTIVE EMPLOYEES, CONTRACTORS, DIRECTORS, SUPPLIERS, OWNERS, LICENSORS OR REPRESENTATIVES TO A SITE VISITOR SHALL NOT EXCEED ONE DOLLAR ($1.00).

You acknowledge that NextSeed has set its fees on reliance on the limitations of remedies and liability stated in these Terms, and that these limitations reflect an agreed allocation of risk between the parties. The limitations stated in this Section shall apply to any liability arising from any cause of action whatsoever, whether in contract, tort, commercial code, strict liability or otherwise, even if a limited remedy fails of its essential purpose. Nothing in this Subsection precludes a party from seeking specific enforcement, injunctive relief or other equitable remedy. If these limitations as written are not permitted by applicable law, they shall apply to the extent permitted by applicable law.

SUSPENSION AND TERMINATION

NextSeed may suspend your access to the Platform, and may remove or modify your User Content, at any time in its commercially reasonable discretion. NextSeed may terminate your Account and your access to the Platform, with or without cause, on ten (10) days advance written notice. You may terminate your Account and removed your posted User Content from the Platform at any time in your sole discretion.

These Terms shall survive termination of your Account, except that following termination your license to the NextSeed Content automatically terminates, and NextSeed no longer has any obligation to provide the Platform for your use. You remain responsible for any fees, indemnification and other liabilities or obligations arising in connection with your use of the Platform even after termination of your Account.

ACCEPTABLE USE POLICY

You may not post User Content, or use the Platform in a way that might violate or threaten the rights, safety or privacy of others. NextSeed may refuse or remove from the Platform any User Content at any time in its commercially reasonable discretion. Specifically, but without limitation, NextSeed may refuse or remove any User Content that it reasonably believes violates these Terms or applicable law, or that might violate the rights or threaten the safety of Users or third parties, or that it otherwise finds abusive or offensive.

For example, you may not:

  • Post information on behalf of another person or entity without their consent;
  • Post incomplete, false, or misleading information in a user profile, impersonate another person, or misrepresent your affiliation with a person or entity, particularly in any attempt to learn sensitive information;
  • Harass, incite others to harass, advocate harassment, or post any unlawful, harmful, defamatory, threatening, vulgar, sexually explicit, hateful, or otherwise objectionable material;
  • Disclose personal information about another person;
  • Post content that is otherwise fraudulent, unlawful, threatening, disingenuous, libelous, defamatory, obscene, scandalous, inflammatory, pornographic or profane, or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law

You may not use the NextSeed Platform in any way that does not further the Purpose, or in a way that modifies, damages, disrupts, disables, overburdens, impairs, alters or interferes with the use, features, functions, operation, security or maintenance of the Platform, or the rights or use and enjoyment of the Platform by any other person or entity in any manner. For example, you may not:

  • Aggregate, copy, or duplicate any NextSeed Content
  • Sell, promote, or advertise products or services other that in furtherance of the Purpose
  • Post links, advertisements, or other content from competitors’ websites
  • Use data mining, robots, or other data gathering devices on the NextSeed Platform
  • Remove, disable, damage, circumvent, or otherwise interfere with the security of the NextSeed Platform
  • Interfere or attempt to interfere with the proper workings of the NextSeed Platform
  • Gain unauthorized access to the NextSeed Platform or computers linked to the NextSeed Platform
  • Attempt to reverse engineer, or reverse engineer the NextSeed Platform
  • Frame or link to the NextSeed Platform without permission
  • Attempt to or submit Malware to the NextSeed Platform
  • Take any action imposing an unreasonable or disproportionately large load on NextSeed’s infrastructure
  • Attempt to or obtain unauthorized access to Users’ Accounts
  • Sell, transfer, or assign any of your rights to use the NextSeed Platform to a third party without the express written consent of NextSeed
  • Use the NextSeed Platform in a manner that results in or may result in complaints, disputes, claims, fines, penalties, and other liability to NextSeed or others
  • Use the NextSeed Platform to send marketing, advertising, or other repetitious emails, text messages, telephone calls, or other communications
  • Use the NextSeed Platform for transactions involving illegal objects (such as, narcotics or stolen goods), illegal activities (such as, gambling), marketing and advertising
  • Use the NextSeed Platform in an illegal way or to commit an illegal act
  • Post any franchise, pyramid scheme, or similar information
  • Access the NextSeed Platform from a jurisdiction where it is illegal, unauthorized, or penalized
  • Use the NextSeed Platform on behalf of a business entity without the legal authority to do so
  • Create multiple Accounts, whether fraudulently, falsely, unlawfully, legitimate, or lawfully, without NextSeed’s prior consent
  • Control an account if another account controlled by you has performed these activities or otherwise breached these Terms
  • Use data gathered from NextSeed Platform for other any other purpose (such as solicitation or personal gain) outside of the NextSeed Platform
  • Attempt to contact or communicate with Users by any means other than the means of communications enabled on the Platform

MODIFICATIONS

NextSeed may modify or remove the information on the Platform, and may modify or discontinue any part of the Platform, or create usage limits, at any time in its sole discretion without notice to you.

NextSeed may amend these Terms or the Privacy Policy from time to time by posting a revision on its website. The amended Terms or Privacy Policy are applicable to your use of the Platform on the first day you use the Platform after NextSeed posts the amended Terms or Privacy Policy.

DEFINITIONS

Account has the meaning given in the section captioned “Your Account Information and Log-In Credentials.”
Account Information has the meaning given in the section captioned “Your Account Information and Log-In Credentials.”
Credentials” has the meaning given in the section captioned “Your Account Information and Log-In Credentials.”
Investor means an “investor” as the term is used in Regulation Crowdfunding.
Issuer means an “issuer” as the term is used in Regulation Crowdfunding.
Malware means any virus, malware, spyware, ransomware, adware, or other code or information that is designed to interrupt the normal use of the Platform or the Site or the systems used to access the Platform or the Site, or destroy or corrupt any data, or covertly transmit information.
NextSeed means NextSeed US LLC and its affiliates and successors.
NextSeed Content means the contents of the NextSeed Platform that are provided by NextSeed such as designs, text, graphics, images, video, information, logos, button icons, software, audio files, and computer code.
Platform has the meaning given in the Section captioned “NextSeed Platform.”
Privacy Policy means the NextSeed Privacy Policy posted at https://www.nextseed.co/agreements/privacy-policy/ as of the Revision Date stated above, as it may be modified from time to time.
Purpose has the meaning given in the Section captioned “License to Use Platform and Content.”
Regulation Crowdfunding has the meaning given in the Section captioned “NextSeed Platform,” as it may be amended from time to time, and any successor rules.

Site means the website at www.nextseed.co or any successor site.
Terms means these Terms of Use as of the Revision Date stated above, as these Terms of Use may be modified from time to time.
User means a person who uses the Platform as an Issuer, Investor, or with a view toward possibly participating in the Platform as an Issuer or Investor.
User Content means text, pictures, videos, questions, comments, suggestions, website addresses and links to other website/articles post by a User to the Platform.
Visitor means a person who visits or uses the Site other than as a User.

GENERAL

Governing Law

These Terms are governed by and interpreted under the laws of the State of Delaware without giving effect to any conflicts of law principles that would require the application of the law of a different jurisdiction. You agree that exclusive venue for any dispute arising under or in connection with the Terms is Harris County, Texas.

Interpretation of Certain Words

The term “person” refers to any legal person, and may mean a natural person (individual), a legally created person (such as an entity, trustee, or executor), or an entity (such as a corporation, partnership, or limited liability company). The word “including” means “including, without limitation.” The words “will” and “shall” are words of obligation, not expressions of intent or expectation. All references to monetary amounts shall mean United States Dollars. The words “You” or “you” refer to the Site Visitor and the User, unless the context indicates that the reference is only the Site Visitor or the User. The term “parties,” either in lower- or upper-case form, refers to the signatories to this Agreement. A reference to “day” shall mean a calendar day, unless expressly designated as a “business” day. Any requirement in this Agreement that a statement be written, in writing, or a like requirement is satisfied by an email or other digital form of writing unless expressly stated otherwise. Nouns stated in the singular shall imply the plural as indicated by the context, and pronouns that are gender specific shall be read to refer to either gender. The Section captions in this Agreement are for convenience only; they are not part of this Agreement and may not be used to interpret the terms of this Agreement.

Electronic Communication Privacy Act

Electronic Communication Privacy Act Notice (18usc 2701-2711): NextSeed makes no guaranty of confidentiality or privacy of any communication or information transmitted on the site or any website linked to the site. NextSeed will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on NextSeed’s equipment, transmitted over networks accessed by the Platform, or otherwise connected with your use of the Platform.

Communications.

You agree, in your individual capacity and on behalf of any Issuer for which you are an authorized representative, that NextSeed may send communications for all purposes, including but not limited to marketing, informational, and operational purposes, such as billing, account management, or system maintenance, to you via your mailing address, email, or telephone number provided by you on your Account. You agree to notify us of any changes in your address or contact details. NextSeed may also deliver information verbally.

Reservation of Rights

The Platform, NextSeed Content and all other NextSeed intellectual property remains the property of NextSeed or its licensors, and are protected under copyright, trademark, and other laws. The User Content and all other User intellectual property remains the property of the User or its licensors, and is protected under copyright, trademark, and other laws.

Trademarks

NextSeed, the NextSeed logo, and other NextSeed logos and product and service names are or may be trademarks of NextSeed (the “NextSeed Marks“). Without NextSeed’s prior written permission, and except as solely enabled by any link as provided by NextSeed, you agree not to display or use in any manner the NextSeed Marks.

Severability

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. If for any reason a court or arbitral, as applicable, of competent jurisdiction finds any provision of these Terms of Use invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms of Use will remain in full force and effect.

Force Majeure

NextSeed shall not be liable for any failure to provide the Platform where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.

Assignment

Your Account is personal to you, and is not assignable, transferable or sublicensable by you except with our prior written consent. NextSeed may assign, transfer or delegate any of its rights and obligations hereunder without consent.

Agency

No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect.

Notices

Unless otherwise specified is this Agreement, all notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to info@nextseed.co.

No Waiver

NextSeed’s failure to enforce any right or provision of these Terms of Use will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of NextSeed.

US Jurisdiction Only

We make no representation that the Platform is operated in accordance with the laws or regulations of, or governed by, nations other than those of the United States. If you are located outside of the United States, you use this Platform at your own risk and initiative and you, not us, are responsible for compliance with any applicable local and national laws.

The content, material and information contained on the Platform does not constitute an offer or solicitation. You acknowledge and agree that it is solely your responsibility to be aware of the applicable laws and regulations of your country of residence. This site is not directed at you if we are prohibited by any law of any jurisdiction from making the information on this site available to you.

Other Agreements

These Terms are the entire agreement between you and NextSeed with respect to your use of the Platform and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic), except for the member agreement that you sign by means of the Platform. If there is a conflict between these Terms and the member agreement, the member agreement will control.

COPYRIGHT INFRINGEMENT/DIGITAL MILLENIUM COPYRIGHT ACT (“DMCA”)

NextSeed respects the intellectual property of others. If you believe your copyrighted work has been copied and is accessible on this Site in a way that constitutes copyright infringement, you may notify us by providing our copyright agent with sufficient information to allow us to locate the material, including the following information:

  1. The electronic or physical signature of the owner of the copyright or person authorized to act on the owner’s behalf.
  2. A description of the copyrighted work you claim has been infringed and a description of the infringing activity.
  3. Identification of the location where the original or an authorized copy of the copyrighted work exists; for example, the URL of the website where it is posted.
  4. Identification of the URL or other specific location on this website where the material that you claim is infringing is located.
  5. Your name, address, telephone number and email address.
  6. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law.
  7. A statement by you that the above information you provide us is accurate and that you are the copyright owner or are authorized to act on behalf of the copyright owner.

Our agent for notice of claims of copyright infringement on this Site can be reached as follows:

By Mail:
NextSeed US LLC
PO Box 540341

77254, TX

By Email: dmca@nextseed.co