Legal

Terms of Service

1. Agreement to these terms

These Terms of Service (“Terms”) are an agreement between you and Dygytal LLC, which operates SeedSpark (“SeedSpark”, “we”, “us”). By creating an account or using the site, you agree to these Terms and to our Privacy Policy. If you don’t agree, please don’t use the service.

If you use SeedSpark on behalf of a company or fund, you confirm you are authorized to accept these Terms for it, and “you” includes that company or fund.

2. What SeedSpark does

Investors post Pitch Calls: what they invest in and the questions they want answered. Creators (founders and their companies) answer a Pitch Call in a single recorded video of up to 3-minute, and can attach pitch documents. Creators can also keep a standing 3-minute Elevator Pitch and a set of Pitch documents, and choose who can see them. Investors and creators can message each other on the site.

SeedSpark provides the platform only. We don’t take part in any investment, and we don’t guarantee that any creator will be funded or that any investor will invest.

3. Not a broker-dealer, funding portal or investment adviser

SeedSpark is an introduction and communication tool. SeedSpark does not offer, sell or recommend securities; take part in, structure or negotiate any deal; hold or transfer funds or securities for anyone; verify what creators or investors say; or receive any payment based on whether a deal happens or how large it is. We are not registered as a broker-dealer, funding portal or investment adviser.

The subscription you pay SeedSpark is for access to the site’s features only. It is the same whether or not you raise or invest any money.

4. No investment advice; do your own due diligence

Nothing on SeedSpark, including Pitch Calls, pitches, Elevator Pitches, documents and messages, is investment, legal, tax or accounting advice, or an offer to buy or sell securities. Investing in early-stage companies is highly risky: you can lose all of your investment, and such investments are usually hard to sell. You are responsible for your own decisions and due diligence, and should talk to your own advisers before investing.

5. Accounts

6. Investor eligibility and verification

Investors confirm when they sign up that they are an accredited investor as defined in SEC Rule 501(a), or are signing up for an entity that is one (what that means). We keep a record of that confirmation. You must tell us if it stops being true.

We review investor accounts before they can publish Pitch Calls, watch investor-only Elevator Pitches, open creators’ documents or message creators. This review does not confirm anyone’s accredited status, identity or intentions. Creators should do their own checks before sharing confidential information or accepting any investment. We may ask investors for proof at any time, and may suspend or remove any account.

Investors are solely responsible for following all securities and other laws that apply to them, including any rules about how they find and approach companies.

7. Rules for investors

8. Creators’ responsibilities

9. Elevator Pitch, documents and who can see them

10. Your content; confidentiality and ideas

You keep ownership of what you upload: videos, documents, Pitch Calls, messages and other content (“Your Content”), and the ideas in it. You give us a limited, non-exclusive, worldwide, royalty-free license to store, copy, process, display and transmit Your Content only as needed to run the service and only to the people you choose through the settings above. This license ends when Your Content is deleted from our systems, except for copies others have already received.

Uploading or sharing on SeedSpark does not create a non-disclosure agreement between creators and investors, or with us. Investors agree in these Terms not to misuse documents that are on request, attached to a pitch or shared in a message, but SeedSpark can’t control or guarantee how others use what they see. Don’t share anything you aren’t prepared to have seen by the investors you share it with; if you need an NDA, arrange it directly with the investor before sharing.

You are responsible for Your Content and confirm you have the rights needed to post it. We may remove content that breaks these Terms or the law.

11. Things you must not do

12. Free trial, subscription, payments and refunds

13. Off-platform deals

Any investment, agreement or other deal between an investor and a creator happens off SeedSpark and is entirely between them. SeedSpark is not a party to it, is not responsible for it, and doesn’t handle any money or securities involved. Any dispute about a deal is between the parties.

14. Our service

The site, its design, software, text, graphics, logos and the SeedSpark name belong to us or our licensors and are protected by law. These Terms don’t give you any rights to them other than to use the service as intended.

15. Suspending or closing accounts

You can stop using the service and ask us to close your account at any time by emailing dygytalinfo@gmail.com. When you close your account, we refund your unused paid balance as described above. We may suspend or close an account, or remove a Pitch Call, pitch, Elevator Pitch, document or message, if we reasonably believe it breaks these Terms or the law, creates risk for other users or us, or if we are required to. Where reasonable, we will tell you why. Sections that by their nature should continue (such as licenses already used, confidentiality, disclaimers, limits of liability and disputes) continue after an account is closed.

16. Disclaimers

The service is provided “as is” and “as available”. To the fullest extent the law allows, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, title and non-infringement. We don’t promise the service will be uninterrupted, error-free or secure, that recordings or uploads will always succeed, or that any Pitch Call, pitch, document, user or investment will be as described or expected. We don’t verify, and aren’t responsible for, what users say or do.

17. Limitation of liability

To the fullest extent the law allows, Dygytal LLC and its owners, employees and providers will not be liable for any indirect, incidental, special, consequential or punitive damages, or for lost profits, lost investments, lost data or lost opportunities, arising from or related to the service or any deal between users. Our total liability for any claim relating to the service is limited to the greater of the amount you paid us in the 12 months before the claim, or US $100. This doesn’t limit your right to a refund of your unused paid balance.

Some places don’t allow some of these limits, so they may not all apply to you.

18. Your responsibility for claims

You agree to defend and compensate Dygytal LLC for claims, losses and costs (including reasonable legal fees) brought by others that arise from Your Content, your use of the service, any deal or securities offering you take part in, or your breaking these Terms or the law.

19. Governing law and disputes

These Terms are governed by the laws of the State of Florida and applicable US federal law, without regard to conflict-of-law rules. Before filing a claim, please contact us at dygytalinfo@gmail.com so we can try to resolve it informally. Any dispute that can’t be resolved informally will be brought only in the state or federal courts located in Lee County, Florida, and you and we consent to those courts’ jurisdiction. Either of us may bring an eligible claim in small-claims court instead.

20. Changes to these terms

We may update these Terms as the service changes. We will post the new version here with a new effective date, and if the changes are significant we will tell you by email or on the site before they take effect. Continuing to use the service after that means you accept the updated Terms.

21. General

These Terms and the Privacy Policy are the entire agreement between you and us about the service. If any part is found unenforceable, the rest stays in effect. Our not enforcing a term isn’t a waiver. You may not transfer these Terms without our consent; we may transfer them as part of a merger or sale of the business.

22. Contact us

Questions about these Terms: email dygytalinfo@gmail.com, call (407) 552-8055, or write to Dygytal LLC, 7986 Sandel Wood Cir W, Ft. Myers, FL 33908.