VSEED CAPITAL PARTNERS’ WEBSITE TERMS OF USE

 (January 2, 2022)

Introduction

These website terms of use (collectively with any documents they expressly incorporate herein by reference, these “Terms of Use”) are a binding agreement entered into by and between you and Vseed Capital Partners, LLC (Vseed Capital). For these Terms of Use, references to “Vseed Capital,” “we,” “our,” or “us” means, severally and collectively, Vseed Capital Partners, LLC, The Medical Capital Group, LLC (dba Vseed Capital Management), Software Idea Partners, LLC (dba Pifani Accredited Investor Services), Pifani.com, and Whitecoat Advisers.com. These Terms of Use apply whenever you visit vseedcapital.com and any other Vseed Capital website accessible to you from time to time, including all data and information services owned or operated by, on behalf of, or through Vseed Capital (severally “website” and collectively, “websites”). These Terms of Use govern your access and use of our websites, including associated content, functionality, and services (whether you are a guest or a registered user).

Please carefully read these Terms of Use before using any website. Your access and use of any website mean you understand, accept, and agree to be bound by these Terms of Use. You also agree to our Privacy Policy, including all supplemental privacy Notices for California Residents, as applicable (collectively, the “Privacy Policy”), incorporated herein by reference.

IF YOU ACCEPT THESE TERMS OF USE WITHIN THE SCOPE OF YOUR EMPLOYMENT OR IN CONNECTION WITH YOUR ENGAGEMENT AS AN INDEPENDENT CONTRACTOR, THE TERM “YOU” INCLUDES YOUR EMPLOYER OR PRINCIPAL CONTRACTOR (AS APPLICABLE). YOU REPRESENT AND WARRANT TO VSEED CAPITAL THAT YOU ARE AUTHORIZED TO ACCEPT THESE TERMS OF USE ON SUCH EMPLOYER’S OR PRINCIPAL CONTRACTOR’S BEHALF.

If you do not agree with or want to agree to these Terms of Use or the Privacy Policy, you must not access or use our websites. Our websites are for users 18 years of age or older, who may be subject to other eligibility requirements (encountered while navigating a website). By accessing any website, you represent and warrant that you are 18 years of age or the age of majority in your jurisdiction (old enough to form a binding contract). You further represent and warrant that no U.S. court, state court, local court, or court in another jurisdiction has barred you from accessing or using our websites or the Internet. When online acknowledgments are present or required, your website use or clicking on such declarations means that you affirm you meet such eligibility requirements. Do not access or use any website if you do not meet the applicable age and eligibility requirements.

These Terms of Use may change from time to time (see Changes to Vseed Capital Website Terms of Use below). After we amend or edit our Terms of Use, your continued website use is your acceptance of such changes. Please periodically check these Terms for updates. Contact us if you have questions regarding these Terms of Use. (See Contact Information below.)

Supplemental Provisions for North Capital Website Users

All Vseed Capital website visitors and users, registered or otherwise (“users”), agree to Vseed Capital’s Supplemental Provisions, incorporated herein by reference, and made part of these Terms of Use (“Supplement”). See Supplemental Provisions for users below.

Registration and Access Data; Privacy and Account Security

To access and use Vseed Capital websites or resources, Vseed Capital may request (or require) specific registration. Suppose you want to access and use this website or another website. In that case, the conditions include: (i) the registration and access data that you provide to other providers and us, as prompted, shall be current, accurate, and complete; and (ii) you shall maintain said registration and access data, promptly updating it when it changes. For purposes of these Terms of Use, reference to use and access a website shall include the services and activities thereon. 

Suppose you choose (or we provide you with) a username, password, or other information, as part of our security procedures. In either case, you must treat such information as confidential. You must not disclose it to any other person or entity. You further acknowledge that all your accounts are personal to you; you agree not to provide any other person with access to any websites (or portions thereof) using your usernames, passwords, or additional security information. You agree to immediately notify us when you learn of any unauthorized access to or use of your usernames or passwords or any other security breach. You also agree to ensure that you exit (i.e., log out) your account after you finish using a website. 

Note: Be cautious when accessing your account from a public or shared computer, ensuring that other people cannot view your username, password, or personal information. (We strongly recommend not to access your account from a public or shared computer.)

You agree that all information you provide to access and use a website or otherwise, including, but not limited to, using any website interactive features, is governed by the Privacy Policy, and you consent to all actions that we take with respect to your information consistent with the Privacy Policy.

Accessing Vseed Capital’s Websites

Vseed Capital reserves the right to withdraw or amend any website and any service or material provided on (or through) its websites, at its sole discretion without notice to you. We are not liable—and will not assume any liability—for any reason, including if all or any part of a website is unavailable at any time or for any period. From time to time, we may restrict access to an entire website, some sections or features of a website, and specific users (including registered users). You are responsible for: (i) making all arrangements necessary for you to have website access; and (ii) ensuring that all persons who access a website through your internet connection are aware of and comply with these Terms of Use.

At any time at their sole discretion, for any reason or no reason, we have the right to disable any username, password, or other identifiers, whether chosen by you or provided by us. We may do this if you violate or believe you have infringed or may violate the Terms of Use.

Prohibited Uses

You may use Vseed Capital’s websites only for lawful purposes, per these (or the applicable) Terms of Use. You agree not to use any website:

• In violation of local, state, federal, or international laws or regulations (including, without limitation, laws regarding the export of data or software to and from the United States or other countries); 
• to exploit, harm, or to attempt to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise;
• to send, knowingly receive, upload, download, use, or re-use any material that does not comply with any content standards posted by us now or later; 
• to transmit, or procure the sending of, any advertising or promotional material, including any junk mail, chain letter, spam, or any other similar solicitation; 
• to impersonate or attempt to impersonate us or our owners, officers, managers, employees, agents, contractors, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the previous provisions); or
• to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of any website, or, as determined by us, may threaten or harm our users or us or expose them to any potential or actual liability.

Additionally, you agree not to:

• use any website in any manner that could disable, overburden, damage, or impair the site or interfere with any website intended use or other party’s website use, including their ability to engage in real-time activities through a website; 
• use any robot, spider, or other similar or automatic device or code, process, or means to access any website for any purpose, including monitoring or copying any of the material on a website; 
• use any manual process to monitor or copy any of the material on any website, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent; 
• use any device, software, or routine that interferes with the proper working of any website; 
• introduce any viruses, Trojan horses, worms, logic bombs, ransomware, malware, or other material that is malicious or technologically harmful; 
• attempt to gain unauthorized access or interfere with, damage, or disrupt any parts of any website or server storing any website, or any server or computer connected to a website; 
• attack a website via a denial-of-service attack, distributed denial-of-service, or similar attack; or 
• otherwise, attempt to interfere with the proper working of any website.

Reliance on Posted Information

Notwithstanding any private placement memorandum, limited partnership agreement, or subscription agreement (collectively, “investor documents”), the information presented on or through Vseed Capital’s websites is solely for general information and discussion purposes. We do not warrant any information’s accuracy, completeness, or usefulness. Any reliance you place on such information is strictly at your own risk. We disclaim liability and responsibility arising from your reliance on such materials.

A website may include third-party content, including but not limited to material provided by other users, bloggers, third-party licensors, syndicators, aggregators, reporting services, and the like. All statements or opinions expressed in these materials, and all articles and responses to questions and other content, other than the investor documents, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect our opinion or our managing directors’ opinions. We are not responsible for or liable to you or any third-party content or its accuracy, completeness, or usefulness.

When using any website, you are subject to and agree to follow all posted rules and guidelines, which we may publish (and amend) from time to time. Such rules and guidelines include, without limitation, all terms of use, policies, disclaimers, supplemental notices, and use restrictions with or contained in or with any content.

No Advice and Potential Conflicts

No content constitutes, nor shall it be considered to constitute legal, financial, accounting, investment, tax, or other professional advice, guidance, or recommendation. Vseed Capital recommends you consult with a financial advisor and legal and tax professionals to assist in conducting due diligence as may be appropriate before making any investment decision or hiring any investment manager in connection with a website. We do not—and will not—have any liability to any person or entity for any reliance on, interpretation or analysis of, or investment decisions, action, or inaction based upon any website content.

We may receive compensation for our products, services, and investment opportunities presented on or through our websites. We may further assist users and investors with one or more transactions involving any type and number of parties, resulting in or otherwise presenting potential conflicts of interest.

Intellectual Property Rights

Vseed Capital owns its contents, features, and functionality (including, but not limited to, all information, software, text, displays, images, video, audio, and the design, selection, and arrangement of its websites). U.S. and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws, as applicable, protect our licensors, affiliates, other providers, and us. These Terms of Use permit you to use our websites only for personal, non-commercial use. You must not reproduce, distribute, modify, create derivative works of, publicly display, perform, republish, download, store, or transmit any of our website content or material. Except for the following, you cannot use our websites for non-Vseed commercial purposes, however:

• your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials; 
• you may store files that your web browser automatically caches for display enhancement purposes; 
• you may print or download one copy of a reasonable number of pages of a website for your own personal, non-commercial use but not for further reproduction, publication, or distribution; 
• if we provide desktop, mobile, or other downloadable applications, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreements for such applications (your download or use of such application is your consent to applicable end user license agreements); 
• if we provide social media features with certain content, you may take such feature-enabled actions according to applicable additional terms and conditions.

You must not:

• modify copies of any materials from any website;
• use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text; or
• delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from any website.

For these Terms of Use, the term “commercial purposes” includes, but is not limited to, products, services, or materials presented on or available through a website, except as expressly contemplated by these Terms of Use. (And if your website access and use are subject to any separate Vseed Capital agreement, according to those additional terms and conditions.) 

Vseed Capital transfers no right, title, or interest in or to any website or any content on any website to you. Vseed Capital reserves all rights not expressly granted to you in these Terms of Use. Any website use not explicitly permitted by these Terms of Use is a breach hereof and may violate copyright, trademark, and other laws. Vseed Capital’s name, related names, logos, product and service names, designs, slogans, and the like (collectively, “marks”) are trademarks of Vseed Capital or its affiliates or licensors. You must not use such marks without the prior written permission of Vseed Capital or its affiliates or licensors. The respective owners own all other marks displayed or used on any website.

If you print, copy, modify, download, or otherwise use or provide anyone access to any website, breaching these Terms of Use, your right to use our websites will immediately stop. In such cases, at our option, you must return or destroy any material in your possession, regardless of format.

User Contributions

Websites may contain message boards, chat rooms, personal profiles, personal web pages, forums, bulletin boards, and other interactive features (collectively, “Interactive Services”). Such Interactive Services may allow users to post, submit, publish, display, or transmit (hereinafter, “post”) to Vseed Capital or other users or other persons, questions, comments, responses, content, or materials (collectively, “User Contributions”), either on or through the websites. All User Contributions are solely the opinions and responsibility of the person or entity submitting them. Such User Contributions must comply with the Content Standards in these Terms of Use.

User Contributions are non-confidential and non-proprietary. (Do not post any Unser Contribution that you consider confidential or proprietary content.) When you make a User Contribution, you grant us, our affiliates, and our service providers (including their respective licensees, successors, heirs, and assigns) a perpetual, irrevocable, transferable, worldwide, royalty-free right and license. Said right and license allows us to use, reproduce, modify, perform, display, distribute, and otherwise disclose such User Contributions to third parties (or any person) for any purpose. Regarding your User Contributions, you represent and warrant that you own or control all rights in and to such User Contributions. Moreover, you have the right to grant the above license to us, our affiliates, service providers, and each of their respective licensees, successors, and assigns. You further represent and warrant that your User Contributions will comply with these Terms of Use.

You understand and acknowledge that you are responsible for the User Contributions you submit or contribute. You, not us, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to you or any third party for the content or accuracy of any User Contribution posted by you or another website user.

Monitoring and Enforcement

Vseed Capital has the right without any liability to:

• remove, block, suspend, or refuse to post any User Contributions for any or no reason at our sole discretion; 
• take any action concerning any User Contribution that we deem necessary or appropriate, including if we believe that any User Contribution violates these Terms of Use, including the Content Standards set forth below, infringes any intellectual property right or another right of any person or entity, threatens the personal safety of users of a website or the public, or could create any liability for us; 
• disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their privacy rights; 
• take appropriate legal action, including, without limitation, referral to law enforcement, for any illegal or unauthorized use of any website; and
• terminate, restrict, block, or suspend all or part of your website access.

We may take such actions for any or no reason. Such reasons include, without limitation, anticipated or suspected Terms of Use violations.

Without limiting the preceding, we have the right to (and will) fully cooperate with any law or regulatory enforcement authority or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through any website. We do not undertake to review material before it is posted and may not remove objectionable material; if we do remove it, we may intentionally (or unintentionally) delay such removal. We assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the herein described activities.

YOU WAIVE AND FURTHER AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS VSEED CAPITAL AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY DIRECT OR INDIRECT CLAIMS RESULTING FROM ANY ACTION TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY SUCH PARTIES OR ANY LAW OR REGULATORY ENFORCEMENT AUTHORITIES.

Content Standards

These content standards apply to all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable local, state, federal, and international laws and regulations. Without limiting any preceding provision, User Contributions must not:

• contain any abusive, defamatory, harassing, hateful, indecent, inflammatory, obscene, offensive, violent, or otherwise objectionable material; 
• promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; 
• infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person; 
• violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may conflict with these Terms of Use and the Privacy Policy; 
• be false, misleading, or likely to deceive any person; 
• promote any illegal activity or advocate, promote, or assist any unlawful act;
• cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person; 
• impersonate any person or misrepresent your identity or affiliation with any person or organization; 
• involve commercial activities or sales, such as contests, sweepstakes, other sales promotions, bartering, or advertising; or
• give the impression that any User Contribution emanates from us or that we endorse any User Contribution (including any person or entity).

Copyright Infringement

If you believe that any User Contributions violate your copyright, please contact Vseed Capital. (See Contact Information below.)

Linking to the Website and Social Media Features

You may link to Vseed Capital’s homepage, provided you do so fairly and legally and not damage our reputation or take advantage of it. Still, you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part. A website may provide certain social media features that enable you to:

• link from your own or certain third-party websites to certain content on a website; 
• send emails or other communications with certain content, or links to specific content, on a website; or 
• cause limited portions of content on a website to be displayed or appear to be displayed on your own or certain third-party websites.

You may use such features solely as we provide them for the displayed content. Otherwise, per any additional terms and conditions concerning such features, subject to the preceding, you must not:

• establish a link from any website that you do not own;
• cause a website or portions of it to be displayed on, or appear to be displayed by, any other site (e.g., framing, deep linking, in-line linking, etc.); 
• link to any part of a website other than the homepage; or 
• concerning any material on a website, take any action inconsistent with these Terms of Use provisions.

Any website from which you are linking or on which you make certain content accessible must comply in all respects with the Content Standards set out in these Terms of Use. (See Content Standards above). You agree to cooperate with us in causing any unauthorized framing or linking to stop immediately. We reserve the right to withdraw linking permission without notice. Moreover, we may disable all or any social media features and associated links at any time without notice to you or any person, at our sole discretion.

Links from a Website

Your use of any websites or associated content may lead you via hyperlinks to independently owned websites operated by third parties (“third-party websites”)—for example, North Capital’s website, which we may use to perform accredited investor verification. If a website contains one or more off-site hyperlinks or linked third-party resources, such links are only for your convenience. (This includes links in advertisements, banner ads, sponsored links, etc.) We do not endorse or have control over the content of those sites or their products and services or resources; we accept no responsibility for your use thereof. We are neither responsible for nor assume any responsibility for direct or indirect losses or damages arising from your use of third-party websites. If you access third-party websites linked to our websites (or recommended or made available by us), you do so entirely at your own risk; your use of such sites is subject to the terms and conditions of those sites. In addition to the terms of those sites, we are not responsible for such sites’ privacy policies. We are not responsible for any content on those sites or any sites linked to them.

Some of our web pages may use framing techniques to serve content to or from our affiliates or partners while preserving the look and feel of our websites. We have no control over using or protecting any information collected by such sites. You should familiarize yourself with all our third-party websites’ terms of use, privacy policies, and additional disclaimers or notices.

Geographic Restrictions

The websites’ owners live in Washington and Arizona, in the United States. Vseed Capital provides its websites for use only by persons permitted to use its websites. Vseed Capital makes no claims that any content is accessible, appropriate, or meets applicable jurisdictional requirements outside the United States. Access to a website may not be legal by certain persons or in certain countries or jurisdictions. If you access a website from outside the United States, you do so by your initiative and are subsequently responsible for compliance with applicable laws.

Term and Termination

These Terms of Use have a perpetual term unless and until Vseed Capital terminates your access to the websites (or until you violate these Terms of Use). Termination of your access to and use of one or more websites shall not terminate or otherwise modify your obligations concerning any liability or matter arising before such termination. Any provision herein that expressly survive website access termination, by its context, nature, spirit, and intent (as determined solely by Vseed Capital), is understood to survive such termination, shall survive any termination, and shall continue to apply to you. Although the representations, warranties, covenants, and obligations apply during any period you are authorized to access the websites, termination of your access shall not terminate or otherwise modify our rights to seek damages or other remedies for breaching the Terms of Use. Furthermore, warranty disclaimer, limitation of liability, indemnification, governing law and jurisdiction (and venue), and restrictions on time to file claims shall survive any termination. Upon termination of your access to one or more websites, you agree to immediately cease all access (or attempts to access) and use such websites.

Disclaimer of Warranties

You understand that Vseed Capital does not guarantee or warrant that any downloadable or another file from the Internet or any website (ours or otherwise) will be virus-free or free from other destructive code. You are responsible for implementing sufficient procedures, checkpoints, virus scans, and the like to satisfy your requirements for malware and anti-virus protection, the accuracy of associated data input and output, and maintaining means external to the websites to reconstruct any lost data.

TO THE FULLEST EXTENT PROVIDED BY LAW, NEITHER VSEED CAPITAL NOR ITS AFFILIATES WILL BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE (OR SIMILAR) ATTACK OR ANY MALWARE, RANSOMWARE, VIRUSES, OR OTHER HARMFUL MATERIAL THAT MAY IMPAIR OR INFECT YOUR COMPUTER EQUIPMENT, PROGRAMS, DATA, CONTENT, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR ANY WEBSITE USE, INCLUDING YOUR USE OF ANY PRODUCTS OR SERVICES OBTAINED FROM US OR THROUGH ANY WEBSITE (INCLUDING ANY ITEM OR APPLICATION OR DOWNLOADING OF ANY EXECUTABLE FILE OR ANY MATERIAL PRESENTED OR POSTED ON ANY WEBSITE OR ANY SITE LINKED TO A WEBSITE).

YOU ACCESS AND USE OUR WEBSITES AND ASSOCIATED CONTENT, INCLUDING ANY PRODUCTS, SERVICES, OR OPPORTUNITIES PRESENTED OR OBTAINED THROUGH THEM, AT YOUR OWN RISK. SUCH CONTENT AND PRODUCTS OR SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES. NEITHER VSEED CAPITAL NOR ANY PERSON ASSOCIATED WITH VSEED CAPITAL MAKES ANY WARRANTY OR REPRESENTATION FOR THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF A WEBSITE OR ANY CONTENT, PRODUCT, SERVICE, OPPORTUNITY, OR OTHER ITEM THEREIN OR LINKED TO IT. WITHOUT LIMITING THE PRECEDING PROVISIONS, NEITHER VSEED CAPITAL NOR ANYONE ASSOCIATED WITH VSEED CAPITAL REPRESENTS OR WARRANTS THAT A WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT A WEBSITE OR ANY PRODUCTS, SERVICES, OR OPPORTUNITIES USED OR OBTAINED THROUGH IT WILL OTHERWISE MEET YOUR CURRENT OR FUTURE NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, VSEED CAPITAL AND ITS AFFILIATES DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR PARTICULAR PURPOSE. (THE PRECEDING DOES NOT AFFECT WARRANTIES THAT CAN NOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.)

Limitation of Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, NEITHER VSEED CAPITAL NOR ITS AFFILIATES, LICENSORS, NOR SERVICE PROVIDERS (OR THEIR RESPECTIVE PRINCIPALS, OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, ADVISORS, AGENTS, REPRESENTATIVES, CONTRACTORS, LICENSORS, SUPPLIERS, SUCCESSORS, HEIRS, OR ASSIGNS) ARE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES UNDER ANY LEGAL THEORY. ALL THE ABOVE ARE NOT LIABLE FOR ANY DIRECT OR INDIRECT LOSS OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH YOUR INABILITY TO ACCESS OR USE ANY WEBSITE (INCLUDING ANY NON-VSEED CAPITAL SITE LINKED TO ANY WEBSITE). THIS LIABILITY LIMITATION APPLIES TO AND INCLUDES YOUR RELIANCE ON OR USE OF ANY CONTENT, PRODUCT, OR SERVICE. HERE, DIRECT AND INDIRECT DAMAGES INCLUDE (WITHOUT LIMITATION) SPECIAL, INCIDENTAL, CONSEQUENTIAL, AND PUNITIVE DAMAGES (E.G., PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND EVERY OTHER CONCEIVABLE LOSS), REGARDLESS OF THE CAUSE (E.G., TORT, NEGLIGENCE, BREACH OF CONTRACT, ETC.). YOU ACKNOWLEDGE, AGREE TO, AND ACCEPT THIS LIABILITY LIMITATION EVEN IF SUCH LOSS OR DAMAGE WAS, SHOULD HAVE BEEN, OR IS FORESEEABLE. THE PRECEDING DOES NOT AFFECT ANY LIABILITY THAT CAN NOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. (VSEED CAPITAL’S LIMITATION OF LIABILITY DOES NOT APPLY TO LIABILITY RESULTING FROM VSEED CAPITAL’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.)

Indemnification

You agree (at your own cost and expense) to indemnify, defend, and hold harmless Vseed Capital, its affiliates, their licensors, and their service providers (including their respective principals, officers, directors, managers, employees, advisors, agents, representatives, contractors, licensors, suppliers, successors, heirs, and assigns) from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ retainers, paid in advance upon demand) and collection costs incurred for, arising out of, or relating to any Terms of Use violation (including your access to, use of, or inability to access or use any website; this includes but is not limited to User Contributions or your use of the content, products, services, or information obtained through any website).

Governing Law and Jurisdiction; Limitation on Time to File Claims

All matters relating to Vseed Capital’s websites and these Terms of Use, including any dispute or claim arising from or related to them (in each case), including non-contractual disputes or claims, shall be governed and construed under the laws of the State of Delaware without effecting choice or conflict of law provisions or rules or any other jurisdictions. Any suit, action, or proceeding arising out of or related to a website or these Terms of Use shall be instituted exclusively in the United States federal or state courts in the State of Delaware, in each case in the city of Wilmington (New Castle County). 

Vseed Capital retains the right, at its sole discretion, to bring any suit, action, or proceeding against you for breach of these Terms of Use, which it may bring in your country of residence or any other relevant jurisdiction (i.e., an “alternative jurisdiction”). Note: Such alternative jurisdiction does not require a separate, definitive agreement between or executed by you and Vseed Capital. Moreover, you waive all objections to Vseed Capital’s choosing an alternative jurisdiction, the authority of such courts, and venue in such courts.

TO THE FULLEST EXTENT PERMITTED BY LAW, AS A RESULT OF THESE TERMS OF USE, ACKNOWLEDGE, AGREE TO, AND ACCEPT THAT YOU MUST COMMENCE ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE, ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR USE OF ANY OF OUR WEBSITES, WITHIN ONE YEAR AFTER SUCH CAUSE OF ACTION ACCRUES; OTHERWISE, YOU AGREE THAT SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No party shall deem any Vseed Capital waiver of any term or condition in these Terms of Use a further or continuing waiver of such term or condition or waiver of any other term or condition. Our failure to assert or decision to not claim a right or provision under these Terms of Use does not and shall not constitute a waiver (or set any precedent) of such right or provision. Suppose a court or other tribunal of competent jurisdiction finds or holds any provision of these Terms of Use invalid, illegal, or unenforceable for any reason. In that case, such provision shall be limited or eliminated to the minimum extent possible so that the remaining provisions, including the spirit and intent of these Terms of Use, as determined solely by us, continue in full force and effect.

Entire Agreement

These Terms of Use, including any Supplements hereto, the Privacy Policy, all notices and disclaimers (as applicable), and any definitive written agreements executed by you and us involving a website and any services and activities thereon (if any), constitute the sole and entire agreement (Entire Agreement) between you and us regarding our websites. The Entire Agreement supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, written and oral, regarding any website and your activities thereon and all associated products and services. References in these Terms of Use to the Privacy Policy, Supplements, other policies and documents, notices, and disclaimers are only for convenience and cross-reference, subject to the full text thereof.

Other Agreements and Terms and Conditions

When using our websites, you may use a service, download a piece of software, or purchase goods and services provided by another person or entity (e.g., North Capital’s accredited investor additional verification services) or us. Such activity may be subject to separate terms between you and other providers. If so, these Terms of Use do not affect your legal relationship with such other persons or entities; additional terms and conditions may also apply to such sites or specific portions, services, or features of such sites. Such other terms and conditions are by reference incorporated into these Terms of Use. Note: There is no service-level agreement associated with any website by these Terms of Use.

Software Updates

Vseed Capital may offer proprietary software in conjunction with its websites, and such software may automatically download and install updates from time to time. Such updates include, but are not limited to, improvements, enhancements, and further developments (e.g., bug fixes, patches, updates, enhanced functions, new software modules, new versions, etc.), collectively, “updates.” You agree to receive updates and further permit us or our designees to deliver them to you as part of your use of the websites.

Changes to Vseed Capital’s Website Terms of Use

Vseed Capital may revise and update these Terms of Use from time to time at Vseed Capital’s sole discretion. If we amend or change these Terms of Use, we will post the revised Terms of Use on our websites, which will be effective immediately upon posting; the amended Terms of Use will apply to your access and use of the websites.

The date these Terms of Use were issued (or last revised) is January 2, 2022. Continued use of any website after posting any revised Terms of Use means that you accept and agree to the revised Terms of Use. If you disagree with any revision, your sole remedy will be your immediate cessation of use and your terminating website access and use.

You are solely responsible for periodically visiting the websites and reading these Terms of Use to check for changes. You should review these Terms of Use at regular intervals to remain informed of changes. You agree that posting revised Terms of Use electronically on our websites satisfies any obligation we may have to deliver the revised Terms of Use to you physically.

Notices

You agree that Vseed Capital may provide you with notices, including those regarding changes to these Terms of Use, by email, regular mail, or posting on a website.

Contact Information

If you have questions or comments about these Terms of Use, our websites, or to voice a concern, contact us at:

Vseed Capital Partners, LLC

1030 N Center Parkway
Kennewick, WA 99336

Telephone Number: +1.509.222.2222
Email: Info@VseedCapital.com

Contact Form: https://www.VseedCapital.com/Contact