Terms of Service
TERMS OF SERVICE
Effective Date: August 24, 2026
Last Updated: August 24, 2026
These Terms of Service constitute a legally binding agreement between you and [LEGAL ENTITY NAME], doing business as Seedcore (“Seedcore,” “we,” “us,” or “our”), concerning your access to and use of [WEBSITE URL], any associated client portal, account, application, communications system, advisory service, intelligence system, deliverable, continuation service, or other product or service offered by Seedcore.
References to “you” or “Client” mean the individual accepting these Terms and, if applicable, the company, organization, or other entity on whose behalf that individual acts.
PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN IMPORTANT PROVISIONS CONCERNING PAYMENT, OWNERSHIP, CONFIDENTIALITY, DISCLAIMERS, LIMITATIONS OF LIABILITY, AND DISPUTE RESOLUTION.
By accessing the Site, creating an account, submitting onboarding information, purchasing a Service, clicking a box indicating acceptance, signing an Order, or otherwise using the Services, you acknowledge that you have read, understood, and agreed to these Terms.
If you do not agree, do not access or use the Services.
1. Definitions
For purposes of these Terms:
1.1. “Client Materials” means information, data, documents, files, messages, recordings, business materials, intellectual property, and other content supplied or made available by or for Client.
1.2. “Client Project Information” means nonpublic Client Materials and other nonpublic information concerning Client’s ideas, business, planned business, products, services, customers, prospective customers, operations, research, finances, pricing, strategy, market position, technology, designs, methods, plans, experiments, results, constraints, and decisions.
1.3. “Deliverables” means the final advisory outputs, analyses, recommendations, plans, resources, specifications, written materials, or other items expressly identified for delivery in an applicable Order.
1.4. “Order” means a checkout page, invoice, proposal, statement of work, service confirmation, engagement letter, or other written record identifying a Service purchased by Client.
1.5. “Seedcore Materials” means Seedcore’s preexisting or independently developed methods, processes, frameworks, systems, templates, research structures, databases, prompts, software, models, tools, know-how, visual systems, educational material, and intellectual property.
1.6. “Services” means the Site and any advisory engagement, Deliverable, Seedcore Intelligence access, post-delivery support, Guided Implementation engagement, or other service provided by Seedcore.
1.7. “Site” means [WEBSITE URL] and any associated Seedcore-controlled website, portal, or interface.
1.8. “Work Details” means Seedcore’s Service Scope and Work Details document, as updated subject to Section 27.
2. Eligibility and Authority
2.1. You must be at least eighteen years old and legally capable of entering a binding agreement.
2.2. The Services are intended for business and professional use. They are not directed to children.
2.3. If you accept these Terms for a company or other entity, you represent that you have authority to bind that entity. In that case, “Client” includes both you and that entity.
2.4. You may not use the Services if doing so would violate applicable law, an obligation owed to another party, or a restriction imposed by Seedcore.
2.5. The Services are offered from the United States and are primarily directed to United States founders and businesses. Seedcore does not represent that every Service is appropriate or legally available in every jurisdiction.
3. Accounts and Access
3.1. Certain Services may require an account or portal invitation. You must provide accurate, current, and complete information.
3.2. You are responsible for safeguarding account credentials and for activity conducted through your account.
3.3. You may not share access credentials with an unauthorized person, permit another client to use your account, or attempt to access another person’s account.
3.4. Notify Seedcore promptly at [SUPPORT EMAIL] if you suspect unauthorized access, credential compromise, or other account misuse.
3.5. Seedcore may require credential changes, multifactor authentication, identity verification, or other reasonable security measures.
4. Contract Documents and Order of Precedence
4.1. These Terms govern all Services unless Seedcore and Client sign a separate written agreement.
4.2. The Privacy, Confidentiality and Security Policy and Work Details are incorporated into these Terms.
4.3. An Order may include service-specific scope, timing, fees, revisions, access periods, or other terms.
4.4. In the event of a direct conflict, the following order of precedence applies:
(a) a mutually signed agreement, data-processing agreement, or nondisclosure agreement;
(b) the applicable Order;
(c) the Privacy, Confidentiality and Security Policy with respect to privacy, data handling, and confidentiality;
(d) the Work Details with respect to standard service scope; and
(e) these Terms.
4.5. A different or additional term contained in a Client purchase order or similar document is rejected unless Seedcore expressly agrees to it in a writing signed by an authorized Seedcore representative.
5. Nature of the Services
5.1. Seedcore provides early-stage business advisory, research, strategic analysis, education, resources, decision support, implementation guidance, and related Services.
5.2. Seedcore’s principal engagement is a productized advisory service designed for first-time solo founders and early-stage companies. Optional Services may include Seedcore Intelligence, extended advisory support, and Guided Implementation.
5.3. The specific Services included in an engagement are determined by the applicable Order and Work Details.
5.4. Seedcore may use established frameworks, reusable systems, prior research structures, templates, internal tools, and technology-assisted processes. Personalization does not mean every method or component is created from nothing.
5.5. Seedcore is not required to perform work outside the agreed scope. Additional work requires written approval and may require additional fees, information, or time.
5.6. Unless an Order expressly states otherwise, the Services do not include done-for-you execution, agency services, managed marketing, client acquisition, product development, software development, website development, ongoing operations, or other production work.
6. Client Responsibilities
Client agrees to:
6.1. Provide complete, accurate, lawful, and materially relevant information.
6.2. Identify known inaccuracies, missing context, legal restrictions, third-party obligations, and material changes promptly.
6.3. Provide requested access, decisions, approvals, materials, and feedback within a reasonable period.
6.4. Ensure that Client has the right to provide all Client Materials.
6.5. Avoid supplying Social Security numbers, government identification numbers, personal account passwords, complete payment-card information, protected health information, biometric information, regulated financial information, or other unnecessary highly sensitive personal information.
6.6. Independently evaluate recommendations before relying on or implementing them.
6.7. Obtain appropriate legal, tax, accounting, financial, cybersecurity, regulatory, or other licensed professional advice when required.
6.8. Remain responsible for all business decisions, implementation actions, communications, expenditures, contracts, representations, and results.
Seedcore is not responsible for delays, defects, or reduced usefulness caused by incomplete, inaccurate, outdated, late, or misleading Client information.
7. Fees, Payment, and Taxes
7.1. Client agrees to pay all fees stated in the applicable Order.
7.2. Unless an Order states otherwise, payment is due in full before work begins or access is activated.
7.3. Client authorizes Seedcore and its payment processor to charge the selected payment method for the amounts disclosed at purchase.
7.4. Seedcore will not impose an automatically renewing charge unless the price, frequency, renewal terms, and cancellation method are clearly disclosed and separately accepted.
7.5. Fees are exclusive of applicable taxes unless expressly stated otherwise. Client is responsible for legally applicable sales, use, transaction, or similar taxes, excluding taxes based on Seedcore’s net income.
7.6. Client must provide accurate billing information and promptly update expired or invalid payment details.
7.7. Past-due amounts may accrue interest at the lesser of one percent per month or the maximum lawful rate, together with reasonable collection costs.
7.8. Before initiating a chargeback, Client must contact [BILLING EMAIL] and provide Seedcore a reasonable opportunity to investigate. This requirement does not waive any nonwaivable payment-card right.
7.9. Seedcore may suspend work or access while a payment remains unpaid, reversed, disputed, or subject to suspected fraud.
8. Cancellations, Refunds, and Rescheduling
8.1. Seedcore’s work is customized and reserves limited production capacity.
8.2. Unless an Order states otherwise, Client may cancel an initial advisory engagement for a refund before both of the following have occurred:
(a) Client has submitted substantially complete onboarding information; and
(b) Seedcore has begun substantive analysis, research, scoping, or production.
8.3. Once substantive work begins, fees are nonrefundable except where required by law or where Seedcore agrees otherwise in writing.
8.4. Fees for digital or portal access are nonrefundable after access has been activated, except where required by law.
8.5. Fees for a Guided Implementation, extended advisory, or other time-reserved engagement are nonrefundable after the applicable service period begins. Seedcore may permit rescheduling at its discretion.
8.6. If Seedcore cancels an engagement without Client breach and does not provide a reasonably equivalent replacement, Seedcore will refund the portion of prepaid fees reasonably attributable to materially undelivered Services.
8.7. If Client cancels, abandons, materially delays, or prevents completion after work begins, Seedcore may retain amounts paid for work performed and capacity reserved.
8.8. A scheduled call may be rescheduled with at least twenty-four hours’ notice. A missed call or late cancellation may be treated as used unless Seedcore agrees otherwise.
8.9. Any legally required cancellation or refund right controls over this Section.
9. Timing, Delivery, and Acceptance
9.1. Any delivery date is an estimate unless an Order expressly identifies it as a binding deadline.
9.2. A production period begins only after Seedcore has received payment, substantially complete onboarding information, necessary Client Materials, and any required clarification.
9.3. Seedcore may reasonably extend a timeline due to Client delay, material scope changes, unavailable information, third-party interruption, illness, emergency, or an event outside Seedcore’s reasonable control.
9.4. Deliverables may be provided through a portal, downloadable files, email, shared workspace, call, or another reasonable format.
9.5. Client must review Deliverables promptly. Client must identify any material failure to conform to the agreed scope during the applicable clarification or support period.
9.6. Clarifications, factual corrections, and limited refinements do not include unlimited revisions, new Deliverables, production-heavy work, or a new strategic direction unless expressly stated.
9.7. Minor stylistic preferences, disagreement with professional judgment, or a change in Client preference does not establish nonperformance.
10. Changes in Scope
10.1. A request is outside scope if it materially changes the agreed objective, business direction, target customer, product, service, market, work type, production burden, number of Deliverables, research burden, or implementation responsibility.
10.2. Seedcore may decline, defer, or separately price an out-of-scope request.
10.3. No scope change is binding until documented in writing.
10.4. Additional fees, timeline changes, and dependencies associated with a scope change will be stated before the additional work begins.
11. Confidentiality and Protection of Client Ideas
11.1. Seedcore recognizes that founders may disclose ideas and early-company information before those matters are public or fully protected through formal intellectual-property rights.
11.2. Seedcore will treat Client Project Information as confidential and will use it only to:
(a) evaluate, administer, and provide the Services;
(b) maintain, secure, troubleshoot, or improve the Client’s specific account or engagement;
(c) communicate with Client;
(d) comply with law or enforce these Terms; or
(e) perform another use expressly authorized by Client in writing.
11.3. Seedcore will not sell, rent, publish, license, reveal, distribute, or disclose Client Project Information to investors, other founders, other clients, prospective clients, media, public audiences, marketing audiences, or unrelated third parties.
11.4. Seedcore will not use Client Project Information in a case study, testimonial, portfolio item, public example, social post, presentation, demonstration, benchmark, external research project, generalized dataset, or marketing material without Client’s prior written opt-in consent.
11.5. Seedcore will not intentionally use Client Project Information to train a public, shared, or generalized artificial-intelligence model. Seedcore will not submit Client Project Information to an AI provider under terms that permit the provider to use the information to train a public or generalized model.
11.6. Seedcore may disclose the minimum necessary Client Project Information to personnel, contractors, professional advisers, and technology service providers that:
(a) have a legitimate need for access;
(b) use the information only for Seedcore’s authorized purpose; and
(c) are subject to confidentiality, data-protection, professional, or contractual obligations.
Such controlled processing is not permission for the recipient to independently use, publish, sell, or commercialize Client Project Information.
11.7. Confidentiality obligations do not apply to information Seedcore can document:
(a) was lawfully known without restriction before Client disclosed it;
(b) becomes public through no breach by Seedcore;
(c) is lawfully received from another source without a confidentiality duty;
(d) is independently developed without use of Client Project Information; or
(e) Client expressly authorizes Seedcore to disclose.
11.8. If Seedcore is legally compelled to disclose Client Project Information, Seedcore will, to the extent legally permitted:
(a) notify Client promptly;
(b) disclose only the minimum legally required information; and
(c) reasonably cooperate with Client’s effort to seek confidential treatment or protective relief.
11.9. Seedcore does not receive any residual right to use Client’s specific ideas merely because personnel remember them.
11.10. These confidentiality duties continue after termination for as long as the information remains nonpublic through no act or omission of Seedcore. Trade-secret obligations continue for as long as the information qualifies for trade-secret protection under applicable law.
11.11. Unauthorized use or disclosure may cause harm not adequately remedied by money alone. Subject to applicable law, either party may seek appropriate injunctive relief for an actual or threatened material breach of confidentiality.
11.12. Client remains responsible for determining whether separate patent, trademark, copyright, trade-secret, employment, contractor, or nondisclosure protections are required. Seedcore does not provide legal advice concerning intellectual-property protection.
12. Privacy and Security
12.1. Seedcore’s collection, use, retention, protection, and disclosure of personal information are governed by the Privacy, Confidentiality and Security Policy.
12.2. Client consents to necessary processing by Seedcore and its restricted service providers for the purposes described in that Policy.
12.3. No system can guarantee absolute security. Client acknowledges the ordinary risks associated with electronic communications, cloud systems, online accounts, and internet transmission.
12.4. Seedcore will provide legally required notice of a qualifying security breach.
13. Intellectual Property
13.1. Client Materials
Client retains all right, title, and interest in Client Materials and Client Project Information.
Client grants Seedcore a limited, nonexclusive, revocable, worldwide license to access, reproduce, organize, transform, and otherwise process Client Materials solely as reasonably necessary to provide the Services, comply with law, or exercise Seedcore’s rights under these Terms.
13.2. Custom Deliverables
Upon Seedcore’s receipt of full payment, Client owns the original final content created specifically for Client and expressly identified as a Deliverable, excluding Seedcore Materials and Third-Party Materials.
Drafts, unused concepts, internal notes, internal research files, working papers, prompts, quality-control material, source systems, model configurations, and production methods are not Deliverables unless an Order expressly states otherwise.
13.3. Seedcore Materials
Seedcore retains all right, title, and interest in Seedcore Materials.
To the extent Seedcore Materials are embedded in a paid Deliverable, Seedcore grants Client a perpetual, worldwide, royalty-free, nonexclusive license to use, reproduce, adapt, display, and distribute those embedded Seedcore Materials as reasonably necessary to use the Deliverable for Client’s own business.
Client may share Deliverables with its employees, contractors, advisers, investors, and prospective business counterparties for Client’s legitimate business purposes, provided Client does not sell, license, publish, or distribute Seedcore Materials as a standalone product, template library, advisory product, or competing service.
13.4. Third-Party Materials
Deliverables may cite, link to, quote from, summarize, or incorporate material owned by third parties. Third-Party Materials remain subject to the applicable owner’s rights, license terms, and restrictions.
13.5. General Skills and Knowledge
Seedcore may continue using general professional skills, experience, techniques, and knowledge that do not contain, reveal, reproduce, or depend upon Client Project Information. This provision does not grant Seedcore a residual-use right in Client’s specific nonpublic ideas, strategy, or materials.
13.6. Feedback
If Client voluntarily provides feedback specifically about Seedcore’s Services and clearly separates that feedback from Client Project Information, Client grants Seedcore a nonexclusive, perpetual, royalty-free right to use that feedback to improve Seedcore. Seedcore may not attribute the feedback to Client publicly without written consent.
14. Artificial Intelligence and Technology-Assisted Work
14.1. Seedcore may use artificial intelligence, retrieval systems, automation, search tools, databases, and other technology to assist with research, organization, analysis, drafting, quality control, and delivery.
14.2. Seedcore’s core advisory Deliverables are human-led and subject to human review. Direct responses generated through Seedcore Intelligence may be produced automatically and may not receive advance human review.
14.3. Technology-assisted output may contain errors, omissions, outdated information, unsupported inferences, or incomplete context. Client must independently evaluate material decisions and verify high-impact facts.
14.4. Seedcore does not represent that an AI-generated response is unique, complete, legally protectable, noninfringing, or suitable for a regulated or safety-critical purpose.
14.5. Client may not use the Services to make unlawful automated decisions about another individual or to process prohibited or unnecessary highly sensitive information.
14.6. Seedcore’s use of Client Project Information in connection with AI is subject to the confidentiality restrictions in Section 11 and the Privacy, Confidentiality and Security Policy.
15. Acceptable Use
Client may not:
15.1. Use the Services for unlawful, fraudulent, deceptive, infringing, abusive, discriminatory, or harmful activity.
15.2. Submit material Client lacks authority to use.
15.3. Attempt to gain unauthorized access to an account, system, database, or restricted area.
15.4. Interfere with the operation, security, availability, or integrity of the Services.
15.5. Introduce malware, malicious code, corrupted data, or harmful instructions.
15.6. Scrape, crawl, harvest, extract, reverse engineer, decompile, or systematically copy the Services except where applicable law expressly prohibits the restriction.
15.7. Resell, sublicense, white-label, or commercially distribute the Services or Seedcore Materials without written permission.
15.8. Misrepresent Seedcore’s work, endorsements, relationship, or involvement.
15.9. Remove ownership notices or circumvent usage, access, or security controls.
15.10. Use the Services to develop a substantially similar competing advisory database, framework library, knowledge product, or system through systematic extraction or copying.
16. Third-Party Services and Resources
16.1. The Services may use or link to third-party payment processors, hosting providers, communication platforms, research databases, applications, websites, software, and other services.
16.2. Third-party services are governed by their own terms and privacy practices.
16.3. A reference, example, link, vendor, tool, resource, or external service does not constitute a guarantee, endorsement, warranty, or continuing recommendation.
16.4. Seedcore is not responsible for a third party’s availability, security, pricing, accuracy, legality, conduct, or changes.
16.5. Client is responsible for reviewing and accepting third-party terms before purchasing or using a third-party product or service.
17. No Licensed Professional Advice
17.1. Seedcore provides business advisory and educational information. Seedcore is not acting as Client’s attorney, accountant, tax adviser, investment adviser, securities broker, insurance producer, engineer, licensed therapist, employment professional, or other regulated professional.
17.2. Nothing provided constitutes legal, tax, accounting, investment, securities, medical, engineering, or other licensed professional advice.
17.3. Any discussion of legal, financial, tax, regulatory, security, or compliance considerations is general and must be independently reviewed by a qualified professional.
17.4. No attorney-client, accountant-client, fiduciary, or other regulated professional relationship is created.
18. No Guarantee of Results
18.1. Business outcomes depend on factors outside Seedcore’s control, including Client decisions, execution, timing, effort, resources, skill, market conditions, customer behavior, competition, regulation, pricing, technology, and economic conditions.
18.2. Seedcore does not guarantee:
(a) revenue, profit, financing, investment, customers, leads, sales, adoption, growth, or market demand;
(b) business viability or product-market fit;
(c) successful implementation;
(d) legal, regulatory, tax, or intellectual-property outcomes;
(e) accuracy of every third-party fact, forecast, estimate, market size, or projection; or
(f) that following a recommendation will produce a particular result.
18.3. Examples, projections, scenarios, models, ranges, and estimates are illustrative decision tools, not promises.
18.4. Client retains sole authority and responsibility for deciding whether and how to act.
19. Reviews, Testimonials, and Publicity
19.1. Client may provide an honest review or assessment of Seedcore’s products, Services, or conduct. Nothing in these Terms prohibits a legally protected review, complaint, regulatory report, or truthful statement.
19.2. Client may not disclose Seedcore’s or another party’s trade secrets, private personal information, unlawful content, or information subject to a valid confidentiality duty.
19.3. Seedcore will not publicly use Client’s name, logo, testimonial, project, business information, or results without prior written opt-in consent.
19.4. Consent to a case study, testimonial, or public reference must identify the permitted content and use. Revocation applies prospectively and does not require removal of material already lawfully distributed in fixed media unless agreed otherwise.
20. Suspension and Termination
20.1. Client may stop using the Services at any time, subject to payment, cancellation, and refund obligations.
20.2. Seedcore may suspend or terminate access if Client:
(a) materially breaches these Terms;
(b) fails to pay an amount due;
(c) creates a security, legal, or operational risk;
(d) uses the Services unlawfully or abusively;
(e) infringes another party’s rights; or
(f) materially prevents Seedcore from performing the engagement.
20.3. Where reasonably practicable, Seedcore will provide notice and an opportunity to cure a curable breach.
20.4. Seedcore may discontinue a generally available digital Service or feature. For paid fixed-term access, Seedcore will provide a reasonably equivalent alternative, a prorated refund for materially unavailable prepaid access, or another remedy stated in the Order.
20.5. Upon termination, Client’s right to access the affected Service ends. Seedcore may delete or restrict account data according to the Privacy, Confidentiality and Security Policy.
20.6. Sections concerning payment, confidentiality, intellectual property, disclaimers, liability, indemnification, dispute resolution, and other provisions intended by their nature to survive will remain effective.
21. Disclaimer of Warranties
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
21.1. THE SITE, DIGITAL SERVICES, SEEDCORE INTELLIGENCE, THIRD-PARTY RESOURCES, AND GENERAL INFORMATION ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
21.2. SEEDCORE DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, AND QUIET ENJOYMENT.
21.3. SEEDCORE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, COMPLETE, CURRENT, OR COMPATIBLE WITH EVERY SYSTEM.
21.4. FOR PAID PROFESSIONAL SERVICES, SEEDCORE WILL PERFORM THE EXPRESSLY AGREED WORK IN A PROFESSIONAL AND WORKMANLIKE MANNER CONSISTENT WITH THE APPLICABLE ORDER.
21.5. IF APPLICABLE LAW DOES NOT ALLOW A DISCLAIMER, THE DISCLAIMER APPLIES ONLY TO THE MAXIMUM EXTENT PERMITTED.
22. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
22.1. SEEDCORE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST OPPORTUNITIES, LOST GOODWILL, LOST DATA, BUSINESS INTERRUPTION, OR THE COST OF SUBSTITUTE SERVICES.
22.2. SEEDCORE’S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO A SERVICE WILL NOT EXCEED THE GREATER OF:
(a) THE AMOUNT CLIENT PAID SEEDCORE FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM DURING THE TWELVE MONTHS BEFORE THE EVENT; OR
(b) ONE HUNDRED U.S. DOLLARS IF NO FEE WAS PAID.
22.3. THE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY AND EVEN IF A PARTY WAS ADVISED THAT DAMAGES WERE POSSIBLE.
22.4. THE LIMITATIONS DO NOT APPLY TO LIABILITY THAT CANNOT LAWFULLY BE LIMITED, OR TO SEEDCORE’S FRAUD, WILLFUL MISCONDUCT, OR INTENTIONAL MISAPPROPRIATION OF CLIENT PROJECT INFORMATION.
22.5. Some jurisdictions do not permit certain limitations. In those jurisdictions, liability is limited only to the maximum extent permitted.
23. Indemnification
To the maximum extent permitted by law, Client will defend, indemnify, and hold harmless Seedcore and its owners, personnel, and contractors from third-party claims, liabilities, damages, judgments, penalties, and reasonable legal expenses arising from:
23.1. Client Materials that infringe, misappropriate, or violate another party’s rights;
23.2. Client’s unlawful, fraudulent, or materially deceptive conduct;
23.3. Client’s material breach of these Terms; or
23.4. Client’s implementation, publication, sale, or external use of a Deliverable in a manner Seedcore did not authorize or reasonably contemplate.
Seedcore will provide reasonable notice of a covered claim and permit Client to control the defense, provided Client may not settle a claim in a manner that admits wrongdoing by Seedcore or imposes a nonmonetary obligation on Seedcore without written consent.
This Section does not require a consumer to indemnify Seedcore for Seedcore’s own negligence, unlawful conduct, or breach.
24. Dispute Resolution
24.1. Informal Resolution
Before filing a lawsuit or arbitration, the complaining party must send a written notice describing:
(a) the party’s name and contact information;
(b) the relevant account or Order;
(c) the factual basis of the dispute;
(d) the relief requested; and
(e) supporting documentation reasonably available.
Notices to Seedcore must be sent to [LEGAL NOTICE EMAIL] and [MAILING ADDRESS].
The parties will attempt in good faith to resolve the dispute for thirty days after receipt. A party may seek urgent temporary relief when necessary to prevent immediate harm.
24.2. Governing Law
These Terms are governed by Arizona law, without regard to conflict-of-law rules, and by applicable federal law. Nonwaivable rights available under another applicable law remain unaffected.
24.3. Binding Individual Arbitration
Except for the exclusions below, a dispute arising from or relating to these Terms, the Services, or the parties’ relationship will be resolved by binding individual arbitration administered by the American Arbitration Association.
If the transaction is treated as a consumer transaction, the AAA Consumer Arbitration Rules and Consumer Due Process Protocol will apply. Otherwise, the AAA Commercial Arbitration Rules will apply. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision.
The arbitration may occur by videoconference, documents-only procedure, telephone, or in Maricopa County, Arizona, as permitted by the applicable rules and reasonably appropriate for the claim.
The arbitrator may award any individual remedy available in court. The arbitrator must issue a reasoned written decision.
For a consumer arbitration, Seedcore will pay arbitration fees to the extent required by the AAA rules and applicable law. Seedcore will not seek reimbursement of its arbitration fees from a consumer unless the arbitrator determines that a claim was frivolous or brought for an improper purpose under the standard applicable in court.
24.4. Exclusions
Either party may:
(a) bring an eligible individual claim in small-claims court;
(b) seek temporary or preliminary injunctive relief concerning unauthorized access, intellectual-property infringement, or misuse of confidential information; or
(c) report a matter to a government agency.
24.5. Class and Jury Waiver
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY AGREES THAT CLAIMS WILL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.
THE PARTIES WAIVE THE RIGHT TO A JURY TRIAL FOR ANY DISPUTE SUBJECT TO ARBITRATION OR OTHERWISE LITIGATED TO THE EXTENT THE WAIVER IS ENFORCEABLE.
24.6. Arbitration Opt-Out
Client may opt out of arbitration by sending written notice to [ARBITRATION OPT-OUT EMAIL] within thirty days after first accepting these Terms.
The notice must include Client’s name, address, account email, applicable Order, and an unambiguous statement that Client rejects arbitration. Opting out will not affect access to the Services.
24.7. Court Venue
If the arbitration provision does not apply or is held unenforceable, the dispute must be brought exclusively in the state or federal courts located in Maricopa County, Arizona, unless applicable law requires a different forum.
24.8. Severability
If the class waiver is held unenforceable for a particular claim, that claim will proceed in court after completion of arbitration for any arbitrable individual claims. Otherwise, an unenforceable portion of this Section will be severed and the remainder enforced.
25. Electronic Communications
25.1. Client consents to receive contracts, disclosures, notices, invoices, records, and service communications electronically.
25.2. Electronic acceptance, records, and signatures have the same effect as paper records and handwritten signatures to the extent permitted by law.
25.3. Client is responsible for maintaining a functioning email address and reviewing communications sent to it.
25.4. Marketing emails will include an appropriate unsubscribe mechanism. Transactional, security, legal, account, and service messages may continue while necessary.
26. Changes to These Terms
26.1. Seedcore may update these Terms to reflect legal, operational, security, or service changes.
26.2. The “Last Updated” date will identify the latest version.
26.3. If a change materially reduces Client rights or increases obligations, Seedcore will provide reasonable advance notice where required.
26.4. A change will not retroactively alter the material scope or price of an active paid Order unless:
(a) Client agrees;
(b) the change is required by law; or
(c) the change is reasonably necessary to address fraud, abuse, or a security threat.
26.5. Continued use after an effective update constitutes acceptance where permitted by law.
27. General Provisions
27.1. Entire Agreement. These Terms and incorporated documents constitute the entire agreement concerning their subject matter.
27.2. No Partnership. The parties are independent contracting parties. Nothing creates a partnership, joint venture, franchise, fiduciary relationship, employment relationship, or agency.
27.3. Assignment. Client may not assign these Terms without Seedcore’s written consent. Seedcore may assign these Terms in connection with a merger, reorganization, financing, sale of substantially all relevant assets, or operation of the Services, subject to the confidentiality and privacy obligations stated here.
27.4. Force Majeure. Neither party is liable for delay caused by circumstances beyond its reasonable control, excluding Client’s obligation to pay for Services already provided.
27.5. Severability. If a provision is unenforceable, it will be modified to the minimum extent necessary or severed, and the remainder will remain effective.
27.6. Waiver. Failure to enforce a provision is not a waiver.
27.7. No Third-Party Beneficiaries. These Terms do not create rights for another person except as expressly stated.
27.8. Interpretation. Headings are for convenience. “Including” means “including without limitation.” Ambiguity will not automatically be construed against the drafting party.
27.9. Notices. Legal notices must be sent to the contact information below. Seedcore may provide notices through email, account notice, portal message, or conspicuous Site posting as legally appropriate.
28. Contact
[LEGAL ENTITY NAME]
Doing business as Seedcore
[MAILING ADDRESS]
[SERVICE EMAIL]
[LEGAL NOTICE EMAIL]
[WEBSITE URL]
TERMS OF SERVICE
Effective Date: August 24, 2026
Last Updated: August 24, 2026
These Terms of Service constitute a legally binding agreement between you and [LEGAL ENTITY NAME], doing business as Seedcore (“Seedcore,” “we,” “us,” or “our”), concerning your access to and use of [WEBSITE URL], any associated client portal, account, application, communications system, advisory service, intelligence system, deliverable, continuation service, or other product or service offered by Seedcore.
References to “you” or “Client” mean the individual accepting these Terms and, if applicable, the company, organization, or other entity on whose behalf that individual acts.
PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN IMPORTANT PROVISIONS CONCERNING PAYMENT, OWNERSHIP, CONFIDENTIALITY, DISCLAIMERS, LIMITATIONS OF LIABILITY, AND DISPUTE RESOLUTION.
By accessing the Site, creating an account, submitting onboarding information, purchasing a Service, clicking a box indicating acceptance, signing an Order, or otherwise using the Services, you acknowledge that you have read, understood, and agreed to these Terms.
If you do not agree, do not access or use the Services.
1. Definitions
For purposes of these Terms:
1.1. “Client Materials” means information, data, documents, files, messages, recordings, business materials, intellectual property, and other content supplied or made available by or for Client.
1.2. “Client Project Information” means nonpublic Client Materials and other nonpublic information concerning Client’s ideas, business, planned business, products, services, customers, prospective customers, operations, research, finances, pricing, strategy, market position, technology, designs, methods, plans, experiments, results, constraints, and decisions.
1.3. “Deliverables” means the final advisory outputs, analyses, recommendations, plans, resources, specifications, written materials, or other items expressly identified for delivery in an applicable Order.
1.4. “Order” means a checkout page, invoice, proposal, statement of work, service confirmation, engagement letter, or other written record identifying a Service purchased by Client.
1.5. “Seedcore Materials” means Seedcore’s preexisting or independently developed methods, processes, frameworks, systems, templates, research structures, databases, prompts, software, models, tools, know-how, visual systems, educational material, and intellectual property.
1.6. “Services” means the Site and any advisory engagement, Deliverable, Seedcore Intelligence access, post-delivery support, Guided Implementation engagement, or other service provided by Seedcore.
1.7. “Site” means [WEBSITE URL] and any associated Seedcore-controlled website, portal, or interface.
1.8. “Work Details” means Seedcore’s Service Scope and Work Details document, as updated subject to Section 27.
2. Eligibility and Authority
2.1. You must be at least eighteen years old and legally capable of entering a binding agreement.
2.2. The Services are intended for business and professional use. They are not directed to children.
2.3. If you accept these Terms for a company or other entity, you represent that you have authority to bind that entity. In that case, “Client” includes both you and that entity.
2.4. You may not use the Services if doing so would violate applicable law, an obligation owed to another party, or a restriction imposed by Seedcore.
2.5. The Services are offered from the United States and are primarily directed to United States founders and businesses. Seedcore does not represent that every Service is appropriate or legally available in every jurisdiction.
3. Accounts and Access
3.1. Certain Services may require an account or portal invitation. You must provide accurate, current, and complete information.
3.2. You are responsible for safeguarding account credentials and for activity conducted through your account.
3.3. You may not share access credentials with an unauthorized person, permit another client to use your account, or attempt to access another person’s account.
3.4. Notify Seedcore promptly at [SUPPORT EMAIL] if you suspect unauthorized access, credential compromise, or other account misuse.
3.5. Seedcore may require credential changes, multifactor authentication, identity verification, or other reasonable security measures.
4. Contract Documents and Order of Precedence
4.1. These Terms govern all Services unless Seedcore and Client sign a separate written agreement.
4.2. The Privacy, Confidentiality and Security Policy and Work Details are incorporated into these Terms.
4.3. An Order may include service-specific scope, timing, fees, revisions, access periods, or other terms.
4.4. In the event of a direct conflict, the following order of precedence applies:
(a) a mutually signed agreement, data-processing agreement, or nondisclosure agreement;
(b) the applicable Order;
(c) the Privacy, Confidentiality and Security Policy with respect to privacy, data handling, and confidentiality;
(d) the Work Details with respect to standard service scope; and
(e) these Terms.
4.5. A different or additional term contained in a Client purchase order or similar document is rejected unless Seedcore expressly agrees to it in a writing signed by an authorized Seedcore representative.
5. Nature of the Services
5.1. Seedcore provides early-stage business advisory, research, strategic analysis, education, resources, decision support, implementation guidance, and related Services.
5.2. Seedcore’s principal engagement is a productized advisory service designed for first-time solo founders and early-stage companies. Optional Services may include Seedcore Intelligence, extended advisory support, and Guided Implementation.
5.3. The specific Services included in an engagement are determined by the applicable Order and Work Details.
5.4. Seedcore may use established frameworks, reusable systems, prior research structures, templates, internal tools, and technology-assisted processes. Personalization does not mean every method or component is created from nothing.
5.5. Seedcore is not required to perform work outside the agreed scope. Additional work requires written approval and may require additional fees, information, or time.
5.6. Unless an Order expressly states otherwise, the Services do not include done-for-you execution, agency services, managed marketing, client acquisition, product development, software development, website development, ongoing operations, or other production work.
6. Client Responsibilities
Client agrees to:
6.1. Provide complete, accurate, lawful, and materially relevant information.
6.2. Identify known inaccuracies, missing context, legal restrictions, third-party obligations, and material changes promptly.
6.3. Provide requested access, decisions, approvals, materials, and feedback within a reasonable period.
6.4. Ensure that Client has the right to provide all Client Materials.
6.5. Avoid supplying Social Security numbers, government identification numbers, personal account passwords, complete payment-card information, protected health information, biometric information, regulated financial information, or other unnecessary highly sensitive personal information.
6.6. Independently evaluate recommendations before relying on or implementing them.
6.7. Obtain appropriate legal, tax, accounting, financial, cybersecurity, regulatory, or other licensed professional advice when required.
6.8. Remain responsible for all business decisions, implementation actions, communications, expenditures, contracts, representations, and results.
Seedcore is not responsible for delays, defects, or reduced usefulness caused by incomplete, inaccurate, outdated, late, or misleading Client information.
7. Fees, Payment, and Taxes
7.1. Client agrees to pay all fees stated in the applicable Order.
7.2. Unless an Order states otherwise, payment is due in full before work begins or access is activated.
7.3. Client authorizes Seedcore and its payment processor to charge the selected payment method for the amounts disclosed at purchase.
7.4. Seedcore will not impose an automatically renewing charge unless the price, frequency, renewal terms, and cancellation method are clearly disclosed and separately accepted.
7.5. Fees are exclusive of applicable taxes unless expressly stated otherwise. Client is responsible for legally applicable sales, use, transaction, or similar taxes, excluding taxes based on Seedcore’s net income.
7.6. Client must provide accurate billing information and promptly update expired or invalid payment details.
7.7. Past-due amounts may accrue interest at the lesser of one percent per month or the maximum lawful rate, together with reasonable collection costs.
7.8. Before initiating a chargeback, Client must contact [BILLING EMAIL] and provide Seedcore a reasonable opportunity to investigate. This requirement does not waive any nonwaivable payment-card right.
7.9. Seedcore may suspend work or access while a payment remains unpaid, reversed, disputed, or subject to suspected fraud.
8. Cancellations, Refunds, and Rescheduling
8.1. Seedcore’s work is customized and reserves limited production capacity.
8.2. Unless an Order states otherwise, Client may cancel an initial advisory engagement for a refund before both of the following have occurred:
(a) Client has submitted substantially complete onboarding information; and
(b) Seedcore has begun substantive analysis, research, scoping, or production.
8.3. Once substantive work begins, fees are nonrefundable except where required by law or where Seedcore agrees otherwise in writing.
8.4. Fees for digital or portal access are nonrefundable after access has been activated, except where required by law.
8.5. Fees for a Guided Implementation, extended advisory, or other time-reserved engagement are nonrefundable after the applicable service period begins. Seedcore may permit rescheduling at its discretion.
8.6. If Seedcore cancels an engagement without Client breach and does not provide a reasonably equivalent replacement, Seedcore will refund the portion of prepaid fees reasonably attributable to materially undelivered Services.
8.7. If Client cancels, abandons, materially delays, or prevents completion after work begins, Seedcore may retain amounts paid for work performed and capacity reserved.
8.8. A scheduled call may be rescheduled with at least twenty-four hours’ notice. A missed call or late cancellation may be treated as used unless Seedcore agrees otherwise.
8.9. Any legally required cancellation or refund right controls over this Section.
9. Timing, Delivery, and Acceptance
9.1. Any delivery date is an estimate unless an Order expressly identifies it as a binding deadline.
9.2. A production period begins only after Seedcore has received payment, substantially complete onboarding information, necessary Client Materials, and any required clarification.
9.3. Seedcore may reasonably extend a timeline due to Client delay, material scope changes, unavailable information, third-party interruption, illness, emergency, or an event outside Seedcore’s reasonable control.
9.4. Deliverables may be provided through a portal, downloadable files, email, shared workspace, call, or another reasonable format.
9.5. Client must review Deliverables promptly. Client must identify any material failure to conform to the agreed scope during the applicable clarification or support period.
9.6. Clarifications, factual corrections, and limited refinements do not include unlimited revisions, new Deliverables, production-heavy work, or a new strategic direction unless expressly stated.
9.7. Minor stylistic preferences, disagreement with professional judgment, or a change in Client preference does not establish nonperformance.
10. Changes in Scope
10.1. A request is outside scope if it materially changes the agreed objective, business direction, target customer, product, service, market, work type, production burden, number of Deliverables, research burden, or implementation responsibility.
10.2. Seedcore may decline, defer, or separately price an out-of-scope request.
10.3. No scope change is binding until documented in writing.
10.4. Additional fees, timeline changes, and dependencies associated with a scope change will be stated before the additional work begins.
11. Confidentiality and Protection of Client Ideas
11.1. Seedcore recognizes that founders may disclose ideas and early-company information before those matters are public or fully protected through formal intellectual-property rights.
11.2. Seedcore will treat Client Project Information as confidential and will use it only to:
(a) evaluate, administer, and provide the Services;
(b) maintain, secure, troubleshoot, or improve the Client’s specific account or engagement;
(c) communicate with Client;
(d) comply with law or enforce these Terms; or
(e) perform another use expressly authorized by Client in writing.
11.3. Seedcore will not sell, rent, publish, license, reveal, distribute, or disclose Client Project Information to investors, other founders, other clients, prospective clients, media, public audiences, marketing audiences, or unrelated third parties.
11.4. Seedcore will not use Client Project Information in a case study, testimonial, portfolio item, public example, social post, presentation, demonstration, benchmark, external research project, generalized dataset, or marketing material without Client’s prior written opt-in consent.
11.5. Seedcore will not intentionally use Client Project Information to train a public, shared, or generalized artificial-intelligence model. Seedcore will not submit Client Project Information to an AI provider under terms that permit the provider to use the information to train a public or generalized model.
11.6. Seedcore may disclose the minimum necessary Client Project Information to personnel, contractors, professional advisers, and technology service providers that:
(a) have a legitimate need for access;
(b) use the information only for Seedcore’s authorized purpose; and
(c) are subject to confidentiality, data-protection, professional, or contractual obligations.
Such controlled processing is not permission for the recipient to independently use, publish, sell, or commercialize Client Project Information.
11.7. Confidentiality obligations do not apply to information Seedcore can document:
(a) was lawfully known without restriction before Client disclosed it;
(b) becomes public through no breach by Seedcore;
(c) is lawfully received from another source without a confidentiality duty;
(d) is independently developed without use of Client Project Information; or
(e) Client expressly authorizes Seedcore to disclose.
11.8. If Seedcore is legally compelled to disclose Client Project Information, Seedcore will, to the extent legally permitted:
(a) notify Client promptly;
(b) disclose only the minimum legally required information; and
(c) reasonably cooperate with Client’s effort to seek confidential treatment or protective relief.
11.9. Seedcore does not receive any residual right to use Client’s specific ideas merely because personnel remember them.
11.10. These confidentiality duties continue after termination for as long as the information remains nonpublic through no act or omission of Seedcore. Trade-secret obligations continue for as long as the information qualifies for trade-secret protection under applicable law.
11.11. Unauthorized use or disclosure may cause harm not adequately remedied by money alone. Subject to applicable law, either party may seek appropriate injunctive relief for an actual or threatened material breach of confidentiality.
11.12. Client remains responsible for determining whether separate patent, trademark, copyright, trade-secret, employment, contractor, or nondisclosure protections are required. Seedcore does not provide legal advice concerning intellectual-property protection.
12. Privacy and Security
12.1. Seedcore’s collection, use, retention, protection, and disclosure of personal information are governed by the Privacy, Confidentiality and Security Policy.
12.2. Client consents to necessary processing by Seedcore and its restricted service providers for the purposes described in that Policy.
12.3. No system can guarantee absolute security. Client acknowledges the ordinary risks associated with electronic communications, cloud systems, online accounts, and internet transmission.
12.4. Seedcore will provide legally required notice of a qualifying security breach.
13. Intellectual Property
13.1. Client Materials
Client retains all right, title, and interest in Client Materials and Client Project Information.
Client grants Seedcore a limited, nonexclusive, revocable, worldwide license to access, reproduce, organize, transform, and otherwise process Client Materials solely as reasonably necessary to provide the Services, comply with law, or exercise Seedcore’s rights under these Terms.
13.2. Custom Deliverables
Upon Seedcore’s receipt of full payment, Client owns the original final content created specifically for Client and expressly identified as a Deliverable, excluding Seedcore Materials and Third-Party Materials.
Drafts, unused concepts, internal notes, internal research files, working papers, prompts, quality-control material, source systems, model configurations, and production methods are not Deliverables unless an Order expressly states otherwise.
13.3. Seedcore Materials
Seedcore retains all right, title, and interest in Seedcore Materials.
To the extent Seedcore Materials are embedded in a paid Deliverable, Seedcore grants Client a perpetual, worldwide, royalty-free, nonexclusive license to use, reproduce, adapt, display, and distribute those embedded Seedcore Materials as reasonably necessary to use the Deliverable for Client’s own business.
Client may share Deliverables with its employees, contractors, advisers, investors, and prospective business counterparties for Client’s legitimate business purposes, provided Client does not sell, license, publish, or distribute Seedcore Materials as a standalone product, template library, advisory product, or competing service.
13.4. Third-Party Materials
Deliverables may cite, link to, quote from, summarize, or incorporate material owned by third parties. Third-Party Materials remain subject to the applicable owner’s rights, license terms, and restrictions.
13.5. General Skills and Knowledge
Seedcore may continue using general professional skills, experience, techniques, and knowledge that do not contain, reveal, reproduce, or depend upon Client Project Information. This provision does not grant Seedcore a residual-use right in Client’s specific nonpublic ideas, strategy, or materials.
13.6. Feedback
If Client voluntarily provides feedback specifically about Seedcore’s Services and clearly separates that feedback from Client Project Information, Client grants Seedcore a nonexclusive, perpetual, royalty-free right to use that feedback to improve Seedcore. Seedcore may not attribute the feedback to Client publicly without written consent.
14. Artificial Intelligence and Technology-Assisted Work
14.1. Seedcore may use artificial intelligence, retrieval systems, automation, search tools, databases, and other technology to assist with research, organization, analysis, drafting, quality control, and delivery.
14.2. Seedcore’s core advisory Deliverables are human-led and subject to human review. Direct responses generated through Seedcore Intelligence may be produced automatically and may not receive advance human review.
14.3. Technology-assisted output may contain errors, omissions, outdated information, unsupported inferences, or incomplete context. Client must independently evaluate material decisions and verify high-impact facts.
14.4. Seedcore does not represent that an AI-generated response is unique, complete, legally protectable, noninfringing, or suitable for a regulated or safety-critical purpose.
14.5. Client may not use the Services to make unlawful automated decisions about another individual or to process prohibited or unnecessary highly sensitive information.
14.6. Seedcore’s use of Client Project Information in connection with AI is subject to the confidentiality restrictions in Section 11 and the Privacy, Confidentiality and Security Policy.
15. Acceptable Use
Client may not:
15.1. Use the Services for unlawful, fraudulent, deceptive, infringing, abusive, discriminatory, or harmful activity.
15.2. Submit material Client lacks authority to use.
15.3. Attempt to gain unauthorized access to an account, system, database, or restricted area.
15.4. Interfere with the operation, security, availability, or integrity of the Services.
15.5. Introduce malware, malicious code, corrupted data, or harmful instructions.
15.6. Scrape, crawl, harvest, extract, reverse engineer, decompile, or systematically copy the Services except where applicable law expressly prohibits the restriction.
15.7. Resell, sublicense, white-label, or commercially distribute the Services or Seedcore Materials without written permission.
15.8. Misrepresent Seedcore’s work, endorsements, relationship, or involvement.
15.9. Remove ownership notices or circumvent usage, access, or security controls.
15.10. Use the Services to develop a substantially similar competing advisory database, framework library, knowledge product, or system through systematic extraction or copying.
16. Third-Party Services and Resources
16.1. The Services may use or link to third-party payment processors, hosting providers, communication platforms, research databases, applications, websites, software, and other services.
16.2. Third-party services are governed by their own terms and privacy practices.
16.3. A reference, example, link, vendor, tool, resource, or external service does not constitute a guarantee, endorsement, warranty, or continuing recommendation.
16.4. Seedcore is not responsible for a third party’s availability, security, pricing, accuracy, legality, conduct, or changes.
16.5. Client is responsible for reviewing and accepting third-party terms before purchasing or using a third-party product or service.
17. No Licensed Professional Advice
17.1. Seedcore provides business advisory and educational information. Seedcore is not acting as Client’s attorney, accountant, tax adviser, investment adviser, securities broker, insurance producer, engineer, licensed therapist, employment professional, or other regulated professional.
17.2. Nothing provided constitutes legal, tax, accounting, investment, securities, medical, engineering, or other licensed professional advice.
17.3. Any discussion of legal, financial, tax, regulatory, security, or compliance considerations is general and must be independently reviewed by a qualified professional.
17.4. No attorney-client, accountant-client, fiduciary, or other regulated professional relationship is created.
18. No Guarantee of Results
18.1. Business outcomes depend on factors outside Seedcore’s control, including Client decisions, execution, timing, effort, resources, skill, market conditions, customer behavior, competition, regulation, pricing, technology, and economic conditions.
18.2. Seedcore does not guarantee:
(a) revenue, profit, financing, investment, customers, leads, sales, adoption, growth, or market demand;
(b) business viability or product-market fit;
(c) successful implementation;
(d) legal, regulatory, tax, or intellectual-property outcomes;
(e) accuracy of every third-party fact, forecast, estimate, market size, or projection; or
(f) that following a recommendation will produce a particular result.
18.3. Examples, projections, scenarios, models, ranges, and estimates are illustrative decision tools, not promises.
18.4. Client retains sole authority and responsibility for deciding whether and how to act.
19. Reviews, Testimonials, and Publicity
19.1. Client may provide an honest review or assessment of Seedcore’s products, Services, or conduct. Nothing in these Terms prohibits a legally protected review, complaint, regulatory report, or truthful statement.
19.2. Client may not disclose Seedcore’s or another party’s trade secrets, private personal information, unlawful content, or information subject to a valid confidentiality duty.
19.3. Seedcore will not publicly use Client’s name, logo, testimonial, project, business information, or results without prior written opt-in consent.
19.4. Consent to a case study, testimonial, or public reference must identify the permitted content and use. Revocation applies prospectively and does not require removal of material already lawfully distributed in fixed media unless agreed otherwise.
20. Suspension and Termination
20.1. Client may stop using the Services at any time, subject to payment, cancellation, and refund obligations.
20.2. Seedcore may suspend or terminate access if Client:
(a) materially breaches these Terms;
(b) fails to pay an amount due;
(c) creates a security, legal, or operational risk;
(d) uses the Services unlawfully or abusively;
(e) infringes another party’s rights; or
(f) materially prevents Seedcore from performing the engagement.
20.3. Where reasonably practicable, Seedcore will provide notice and an opportunity to cure a curable breach.
20.4. Seedcore may discontinue a generally available digital Service or feature. For paid fixed-term access, Seedcore will provide a reasonably equivalent alternative, a prorated refund for materially unavailable prepaid access, or another remedy stated in the Order.
20.5. Upon termination, Client’s right to access the affected Service ends. Seedcore may delete or restrict account data according to the Privacy, Confidentiality and Security Policy.
20.6. Sections concerning payment, confidentiality, intellectual property, disclaimers, liability, indemnification, dispute resolution, and other provisions intended by their nature to survive will remain effective.
21. Disclaimer of Warranties
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
21.1. THE SITE, DIGITAL SERVICES, SEEDCORE INTELLIGENCE, THIRD-PARTY RESOURCES, AND GENERAL INFORMATION ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
21.2. SEEDCORE DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, AND QUIET ENJOYMENT.
21.3. SEEDCORE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, COMPLETE, CURRENT, OR COMPATIBLE WITH EVERY SYSTEM.
21.4. FOR PAID PROFESSIONAL SERVICES, SEEDCORE WILL PERFORM THE EXPRESSLY AGREED WORK IN A PROFESSIONAL AND WORKMANLIKE MANNER CONSISTENT WITH THE APPLICABLE ORDER.
21.5. IF APPLICABLE LAW DOES NOT ALLOW A DISCLAIMER, THE DISCLAIMER APPLIES ONLY TO THE MAXIMUM EXTENT PERMITTED.
22. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
22.1. SEEDCORE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST OPPORTUNITIES, LOST GOODWILL, LOST DATA, BUSINESS INTERRUPTION, OR THE COST OF SUBSTITUTE SERVICES.
22.2. SEEDCORE’S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO A SERVICE WILL NOT EXCEED THE GREATER OF:
(a) THE AMOUNT CLIENT PAID SEEDCORE FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM DURING THE TWELVE MONTHS BEFORE THE EVENT; OR
(b) ONE HUNDRED U.S. DOLLARS IF NO FEE WAS PAID.
22.3. THE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY AND EVEN IF A PARTY WAS ADVISED THAT DAMAGES WERE POSSIBLE.
22.4. THE LIMITATIONS DO NOT APPLY TO LIABILITY THAT CANNOT LAWFULLY BE LIMITED, OR TO SEEDCORE’S FRAUD, WILLFUL MISCONDUCT, OR INTENTIONAL MISAPPROPRIATION OF CLIENT PROJECT INFORMATION.
22.5. Some jurisdictions do not permit certain limitations. In those jurisdictions, liability is limited only to the maximum extent permitted.
23. Indemnification
To the maximum extent permitted by law, Client will defend, indemnify, and hold harmless Seedcore and its owners, personnel, and contractors from third-party claims, liabilities, damages, judgments, penalties, and reasonable legal expenses arising from:
23.1. Client Materials that infringe, misappropriate, or violate another party’s rights;
23.2. Client’s unlawful, fraudulent, or materially deceptive conduct;
23.3. Client’s material breach of these Terms; or
23.4. Client’s implementation, publication, sale, or external use of a Deliverable in a manner Seedcore did not authorize or reasonably contemplate.
Seedcore will provide reasonable notice of a covered claim and permit Client to control the defense, provided Client may not settle a claim in a manner that admits wrongdoing by Seedcore or imposes a nonmonetary obligation on Seedcore without written consent.
This Section does not require a consumer to indemnify Seedcore for Seedcore’s own negligence, unlawful conduct, or breach.
24. Dispute Resolution
24.1. Informal Resolution
Before filing a lawsuit or arbitration, the complaining party must send a written notice describing:
(a) the party’s name and contact information;
(b) the relevant account or Order;
(c) the factual basis of the dispute;
(d) the relief requested; and
(e) supporting documentation reasonably available.
Notices to Seedcore must be sent to [LEGAL NOTICE EMAIL] and [MAILING ADDRESS].
The parties will attempt in good faith to resolve the dispute for thirty days after receipt. A party may seek urgent temporary relief when necessary to prevent immediate harm.
24.2. Governing Law
These Terms are governed by Arizona law, without regard to conflict-of-law rules, and by applicable federal law. Nonwaivable rights available under another applicable law remain unaffected.
24.3. Binding Individual Arbitration
Except for the exclusions below, a dispute arising from or relating to these Terms, the Services, or the parties’ relationship will be resolved by binding individual arbitration administered by the American Arbitration Association.
If the transaction is treated as a consumer transaction, the AAA Consumer Arbitration Rules and Consumer Due Process Protocol will apply. Otherwise, the AAA Commercial Arbitration Rules will apply. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision.
The arbitration may occur by videoconference, documents-only procedure, telephone, or in Maricopa County, Arizona, as permitted by the applicable rules and reasonably appropriate for the claim.
The arbitrator may award any individual remedy available in court. The arbitrator must issue a reasoned written decision.
For a consumer arbitration, Seedcore will pay arbitration fees to the extent required by the AAA rules and applicable law. Seedcore will not seek reimbursement of its arbitration fees from a consumer unless the arbitrator determines that a claim was frivolous or brought for an improper purpose under the standard applicable in court.
24.4. Exclusions
Either party may:
(a) bring an eligible individual claim in small-claims court;
(b) seek temporary or preliminary injunctive relief concerning unauthorized access, intellectual-property infringement, or misuse of confidential information; or
(c) report a matter to a government agency.
24.5. Class and Jury Waiver
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY AGREES THAT CLAIMS WILL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.
THE PARTIES WAIVE THE RIGHT TO A JURY TRIAL FOR ANY DISPUTE SUBJECT TO ARBITRATION OR OTHERWISE LITIGATED TO THE EXTENT THE WAIVER IS ENFORCEABLE.
24.6. Arbitration Opt-Out
Client may opt out of arbitration by sending written notice to [ARBITRATION OPT-OUT EMAIL] within thirty days after first accepting these Terms.
The notice must include Client’s name, address, account email, applicable Order, and an unambiguous statement that Client rejects arbitration. Opting out will not affect access to the Services.
24.7. Court Venue
If the arbitration provision does not apply or is held unenforceable, the dispute must be brought exclusively in the state or federal courts located in Maricopa County, Arizona, unless applicable law requires a different forum.
24.8. Severability
If the class waiver is held unenforceable for a particular claim, that claim will proceed in court after completion of arbitration for any arbitrable individual claims. Otherwise, an unenforceable portion of this Section will be severed and the remainder enforced.
25. Electronic Communications
25.1. Client consents to receive contracts, disclosures, notices, invoices, records, and service communications electronically.
25.2. Electronic acceptance, records, and signatures have the same effect as paper records and handwritten signatures to the extent permitted by law.
25.3. Client is responsible for maintaining a functioning email address and reviewing communications sent to it.
25.4. Marketing emails will include an appropriate unsubscribe mechanism. Transactional, security, legal, account, and service messages may continue while necessary.
26. Changes to These Terms
26.1. Seedcore may update these Terms to reflect legal, operational, security, or service changes.
26.2. The “Last Updated” date will identify the latest version.
26.3. If a change materially reduces Client rights or increases obligations, Seedcore will provide reasonable advance notice where required.
26.4. A change will not retroactively alter the material scope or price of an active paid Order unless:
(a) Client agrees;
(b) the change is required by law; or
(c) the change is reasonably necessary to address fraud, abuse, or a security threat.
26.5. Continued use after an effective update constitutes acceptance where permitted by law.
27. General Provisions
27.1. Entire Agreement. These Terms and incorporated documents constitute the entire agreement concerning their subject matter.
27.2. No Partnership. The parties are independent contracting parties. Nothing creates a partnership, joint venture, franchise, fiduciary relationship, employment relationship, or agency.
27.3. Assignment. Client may not assign these Terms without Seedcore’s written consent. Seedcore may assign these Terms in connection with a merger, reorganization, financing, sale of substantially all relevant assets, or operation of the Services, subject to the confidentiality and privacy obligations stated here.
27.4. Force Majeure. Neither party is liable for delay caused by circumstances beyond its reasonable control, excluding Client’s obligation to pay for Services already provided.
27.5. Severability. If a provision is unenforceable, it will be modified to the minimum extent necessary or severed, and the remainder will remain effective.
27.6. Waiver. Failure to enforce a provision is not a waiver.
27.7. No Third-Party Beneficiaries. These Terms do not create rights for another person except as expressly stated.
27.8. Interpretation. Headings are for convenience. “Including” means “including without limitation.” Ambiguity will not automatically be construed against the drafting party.
27.9. Notices. Legal notices must be sent to the contact information below. Seedcore may provide notices through email, account notice, portal message, or conspicuous Site posting as legally appropriate.
28. Contact
[LEGAL ENTITY NAME]
Doing business as Seedcore
[MAILING ADDRESS]
[SERVICE EMAIL]
[LEGAL NOTICE EMAIL]
[WEBSITE URL]
Your Dream Business Starts Here.
Start the right way: with clearer direction and a faster path to revenue.
Start With Seedcore Today
Your Dream Business Starts Here.
Start the right way: with clearer direction and a faster path to revenue.
Start With Seedcore Today
